IGM Financial Inc. — M&A Activity 2022

Jan 13, 2022

EQUITY TRANSFER AGREEMENT

This Equity Transfer Agreement (the "Agreement") dated January 5, 2022 is made

B E T W E E N

Power Corporation of Canada ("Power")

• and -

Mackenzie Financial Corporation ("Mackenzie")

RECITALS

A. Power is the registered and beneficial owner of a 13.9% equity interest in the Corporation (the "Equity Interest"). Certain defined terms used in, and other clauses pertaining to the interpretation of, this Agreement are set out in Schedule A.

B. Power wishes to sell and transfer to Mackenzie and Mackenzie wishes to purchase from Power all of Power's right, title and interest in and to the Equity Interest.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1 TRANSFER OF EQUITY INTEREST

1.1 Purchase and Sale. On and subject to the terms and conditions of this Agreement, Power shall sell and transfer to Mackenzie, and Mackenzie shall purchase from Power, the Equity Interest.

1.2 Amount of Purchase Price. The purchase price (the "Purchase Price") payable by Mackenzie to Power for the Equity Interest shall be $1.15 billion together with any adjustment pursuant to Section 3.7 which the Parties have determined is the fair market value of the Equity Interest.

1.3 Payment of Purchase Price. Unless otherwise agreed by the Parties, at or prior to the Closing Time, Mackenzie shall pay, or cause to be paid, to Power by wire transfer or other means of immediately available funds, the Purchase Price, less any amounts withheld in accordance with Section 3.2, in accordance with the wire transfer instructions provided by Power at least two (2) Business Days prior to the Closing Date.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Power. Power represents and warrants to Mackenzie as follows:

(1) Incorporation and Corporate Power of Power. Power is a corporation continued, organized and subsisting under the Laws of Canada. Power has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations hereunder and under all such other agreements and instruments.

(2) Authorization and Enforceability. The execution and delivery of this Agreement and all agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of Power and this Agreement constitutes the valid and binding obligation of Power enforceable against Power in accordance with its terms.

(3) Ownership of Equity Interest. Power is the registered and beneficial holder of the Equity Interest, with good and marketable title thereto. There are no restrictions of any kind on the transfer of the Equity Interest except those set out in the AoA and those arising under applicable Law. There are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements, other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Equity Interest.

(4) Encumbrances. The Equity Interest is free and clear of all Encumbrances.

(5) Absence of Conflict. The execution and delivery of this Agreement by Power, the performance of Power's obligations under this Agreement, or the completion by Power of the transactions contemplated by this Agreement will not (with or without the giving of notice or lapse of time, or both):

• (a) result in or constitute a breach of any term or provision of, or constitute a default under, any Contract to which Power is a party or which affects the Equity Interest;
• (b) result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of Power;
• (c) contravene any applicable Law; or
• (d) contravene any judgment, order, writ, injunction or decree of any Governmental Authority.

(6) No Options. No Person has any oral or written agreement, option, warrant, privilege, right of first refusal or any right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise), for the direct or indirect purchase, acquisition or other assumption of any or all of the Equity Interest.

(7) Consents. Except for the Regulatory Approvals and any filing with the Chinese Tax Authority in connection with the transfer and sale of the Equity Interest to Mackenzie, no consent, approval, license, order, authorization, registration or declaration of, or filing with, any Governmental Authority or other Person is required.

(8) Material Information. Power is not in possession of any undisclosed material information relating to the Corporation or the Equity Interest.

2.2 Representations and Warranties of Mackenzie. Mackenzie represents and warrants to Power as follows:

(1) Incorporation and Corporate Power. Mackenzie is a corporation incorporated, organized and subsisting under the Laws of Ontario. Mackenzie has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations under this Agreement and under all such other agreements and instruments.

(2) Authorization and Enforceability. The execution and delivery of this Agreement and all other agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of Mackenzie. This Agreement constitutes the valid and binding obligation of Mackenzie enforceable against Mackenzie in accordance with its terms.

(3) Absence of Conflict. The execution and delivery of this Agreement by Mackenzie, the performance of Mackenzie's obligations under this Agreement, or the completion by Mackenzie of the transactions contemplated by this Agreement will not (with or without the giving of notice or lapse of time, or both):

• (a) result in or constitute a breach of any term or provision of, or constitute a default under, any Contract to which Mackenzie is a party;
• (b) result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of Mackenzie;
• (c) contravene any applicable Law; or
• (d) contravene any judgment, order, writ, injunction or decree of any Governmental Authority.

(4) Full Disclosure. Mackenzie has no knowledge of any facts which, if known to Power, might reasonably be expected to materially increase the value of the Equity Interest.

ARTICLE 3 COVENANTS

3.1 Regulatory Approvals. Power shall use reasonable best efforts to obtain, prior to Closing, all Regulatory Approvals. Mackenzie shall provide full cooperation and assistance to Power in its effort to obtain such Regulatory Approvals. The Parties will consult and cooperate with one another and permit the other Party or its counsel to review in advance any proposed communication by such Party to the Corporation or any Governmental Authority in connection with proceedings related to the Regulatory Approvals. The Parties shall discuss in advance and jointly determine the strategy and timing for obtaining all Regulatory Approvals.

3.2 Taxes. Unless otherwise agreed, the Parties agree to the handling of the Capital Gains Tax and the Stamp Duty in the People's Republic of China as follows:

(1) Determination of Estimated Capital Gains Tax. At least five (5) days prior to the Closing Date, the Parties acting in good faith shall determine and agree to the estimated amount of the Capital Gains Tax (the "Estimated Capital Gains Tax").

(2) Withholding or Deduction. Mackenzie shall withhold from the Purchase Price the Estimated Capital Gains Tax ( the "Withheld Tax Funds") determined in accordance with Section 3.2(1). Except for the Withheld Tax Funds, all payments made by or on behalf of Mackenzie under this Agreement will be made free and clear of and without withholding or deduction for or on account of any taxes, including taxes imposed in the People's Republic of China. The amount of the Withheld Tax Funds shall be the property of Power and shall be held by Mackenzie in trust for Power and placed in a separate interest-bearing bank account with a Schedule 1 Canadian chartered bank to be used and released by Mackenzie on behalf of Power in accordance with Section 3.2(4). Any interest accruing on the Withheld Tax Funds shall be for the account of Power and shall be added to and form part of the Withheld Tax Funds.

(3) Reporting to the Chinese Tax Authority. Mackenzie shall report the transfer and sale of the Equity Interest pursuant to this Agreement to the Chinese Tax Authority no later than seven (7) days after the earlier of (a) Mackenzie pays the Purchase Price in accordance with Section 1.3 of this Agreement and (b) the State Administration for Market Regulation of the People**'**s Republic of China issues an updated business license to the Corporation in accordance with, and as a result of, the Regulatory Approvals set out in Section 4.2(3) of this Agreement.

(4) Payment of the Capital Gains Tax. As soon as reasonably practicable upon receiving the assessment, notice and/or confirmation from the Chinese Tax Authority as to the amount of the Capital Gains Tax, Mackenzie shall remit to, and by the deadline set by, the Chinese Tax Authority on behalf of Power, the Capital Gains Tax. In the event the Capital Gains Tax exceeds the Withheld Tax Funds, Power shall immediately pay the difference to Mackenzie to enable it to pay such amount to the Chinese Tax Authority on behalf of Power. In the event the Capital Gains Tax payable by Power is less than the Withheld Tax Funds, Mackenzie shall immediately pay the difference to Power. Any such amount to be paid by one party to the other shall be paid, or cause to be paid, by wire transfer or other means of immediately available funds in accordance with the wire transfer instructions provided by the receiving party. For greater certainty, each Party will bear its own portion of the Stamp Duty imposed in the People's Republic of China in respect of the transfer of the Equity Interest.

(5) Payment of the Stamp Duty. As soon as reasonably practicable upon receiving the assessment, notice and/or confirmation from the Chinese Tax Authority as to the amount of the Stamp Duty, each Party shall remit to the Chinese Tax Authority the Stamp Duty payable by it by the deadline set by the Chinese Tax Authority. For greater certainty, each Party will bear its own portion of the Stamp Duty imposed in the People's Republic of China in respect of the transfer of the Equity Interest.

(6) Document Review and Communication. Prior to reporting the transfer and sale of the Equity Interest to the Chinese Tax Authority in accordance with Section 3.2(3) of this Agreement, Power and Mackenzie shall work jointly to prepare all relevant documents and information to be submitted to the Chinese Tax Authority. Mackenzie shall keep Power informed of the status of any communications from the Chinese Tax Authority and the parties shall jointly prepare any submission of additional information or documents subsequently requested by and submitted to the Chinese Tax Authority in connection with the Capital Gains Tax. Power shall be entitled to participate in any direct discussions between Mackenzie and the Chinese Tax Authority in relation to the Capital Gains Tax.

(7) Administrative and Judicial Review. Power shall have the right to direct Mackenzie with respect to (i) any application for an administrative review of any assessment, notice and/or confirmation from the Chinese Tax Authority related to the Capital Gains Tax and (ii) any judicial review subsequently related to the decision resulting from such administrative review, and shall indemnify Mackenzie for any reasonable out of pocket costs or expenses incurred by Mackenzie in respect of such actions.

(8) Provision of Tax Payment Evidence. Upon payment of the Capital Gains Tax and Stamp Duty, Mackenzie and Power shall promptly provide each other with evidence of such payment, including but not limited to the tax invoices, tax clearance certificates, or other certificates of payment issued by the Chinese Tax Authority, within fifteen (15) Business Days upon receipt of such items.

3.3 Material Information. The Parties covenant and agree to provide any material information relating to the Corporation received by such Party after the date of this Agreement and prior to the Closing to the other Party as soon as possible.

3.4 Indemnity.

(1) Indemnification by Power. If Closing occurs, Power shall indemnify and hold harmless Mackenzie from and against any Loss that Mackenzie may suffer as a result of:

• (a) any breach of any representation or warranty made by Power in this Agreement;
• (b) any non-performance of any covenant or agreement of Power contained in this Agreement; and
• (c) any Tax payable by Power as a result of the acquisition contemplated by this Agreement (provided that any penalties or fines arising as a result of or in relation to Mackenzie's failure to comply with Section 3.2 of this Agreement shall not result in a Loss that Mackenzie may suffer for the purposes of this Section).

(2) Indemnification by Mackenzie. If Closing occurs, Mackenzie shall indemnify and hold harmless Power from and against any Loss that Power may suffer as a result of:

• (a) any breach of any representation or warranty made by Mackenzie in this Agreement;
• (b) any non-performance of any covenant or agreement of Mackenzie contained in this Agreement; and
• (c) any Tax payable by Mackenzie as a result of the acquisition contemplated by this Agreement.

3.5 Interim Period. During the Interim Period, Power shall take due care of the Equity Interest, the shareholder rights and interests and the assets of the Corporation to the extent required by the applicable Laws of the People's Republic of China.

3.6 Governance. Power agrees to make reasonable efforts to cause any governance rights, including any nomination rights, associated with the Equity Interest will continue for the benefit of Mackenzie.

3.7 Dividends.

(1) At least five (5) days prior to the Closing Date, the parties shall negotiate in good faith to determine the expected amount, if any, of the Corporation's ordinary course annual dividend that relates to a period ending on or before December 31, 2021 consistent with past practice and is to be paid after the Closing Date, less the 10% dividend withholding tax imposed by the Chinese Tax Authority, (such estimated amount, the "Estimated Dividend Amount") and the Purchase Price payable by Mackenzie shall be adjusted upward by the amount of the Estimated Dividend Amount. In making such determination, the parties may consult with the Corporation. For greater certainty, the Estimated Dividend Amount shall not include any special or extra-ordinary dividends.

(2) If prior to the Closing Date, the Corporation pays (a) a dividend or distribution to holders of equity interests in the Corporation that relates to a period after December 31, 2021 or (b) a dividend or distribution that is not an ordinary course annual dividend consistent with past practice or is a special or extra-ordinary dividend or distribution, less the 10% dividend withholding tax imposed by the Chinese Tax Authority, (the aggregate amount of (a) and (b), if any, the "Mackenzie Dividend Amount") and Power receives such Mackenzie Dividend Amount, the Purchase Price payable by Mackenzie shall be adjusted downward by an amount equal to the Mackenzie Dividend Amount.

ARTICLE 4 CLOSING ARRANGEMENTS

4.1 Closing. The transfer of Power's right, title and interest in and to the Equity Interest shall take place at the opening of business at the principal office of the Corporation on the Closing Date, or at such other place as may be agreed orally or in writing by Power and Mackenzie.

4.2 Mackenzie's Conditions. Mackenzie shall not be obligated to complete the purchase by Mackenzie of the Equity Interest unless, at or before the Closing Time, each of the conditions listed below in this Section 4.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Mackenzie. Power shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 4.2 are fulfilled at or before the Closing Time.

(1) Representations and Warranties. The representations and warranties of Power in Section 2.1 shall be true and correct at the Closing.

(2) Power's Compliance and Deliverables. Power shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to Mackenzie at the Closing all such other assurances, consents, agreements, documents and instruments, including a bring-down certificate of a senior officer of Power confirming the truth of the representations and warranties in Section 2.1 in the form provided in Exhibit A hereto, as may be contemplated by this Agreement or as reasonably required by Mackenzie to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to Mackenzie, acting reasonably.

(3) Regulatory Approvals. Power, Mackenzie and the Corporation shall have obtained all required consents and approvals of, and made all required registrations and reporting with, any Governmental Authority with jurisdiction over Power, Mackenzie, the Equity Interest or the Corporation, including the China Securities Regulatory Commission, the State Administration for Market Regulation and the Ministry of Commerce of the People's Republic of China (or their respective competent local counterparts) (the "Regulatory Approvals").

(4) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

(5) Legal Proceedings. There shall be no actions, suits, claims, investigations or other legal proceedings pending or, to Power's knowledge, threatened against or by Power that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(6) Material Adverse Effect. From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

4.3 Condition Not Fulfilled. If any condition in Section 4.2 has not been fulfilled before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of Mackenzie to comply with its obligations under this Agreement, then Mackenzie in its sole discretion may, without limiting any rights or remedies available to Mackenzie at Law or in equity, either:

• (a) terminate this Agreement by notice to Power, as provided in Section 4.6; or
• (b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

4.4 Power's Conditions. Power shall not be obligated to complete the transactions contemplated by this Agreement with respect to the transfer by Power of the Equity Interest unless, at or before the Closing Time, each of the conditions listed below in this Section 4.4 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Power. Mackenzie shall take all such actions, steps and proceedings as are reasonably within Mackenzie's control as may be necessary to ensure that the conditions listed below in this Section 4.4 are fulfilled at or before the Closing Time.

(1) Representations and Warranties. The representations and warranties of Mackenzie in Section 2.2 shall be true and correct at the Closing.

(2) Purchaser's Compliance and Deliverables. Mackenzie shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including payment of the Purchase Price, and shall have executed and delivered or caused to have been executed and delivered to Power at the Closing all such other assurances, consents, agreements, documents and instruments as may be contemplated by this Agreement or as reasonably required by Power to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to Power, acting reasonably.

(3) Regulatory Approvals. Power, Mackenzie and the Corporation shall have obtained all of the Regulatory Approvals.

(4) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

4.5 Condition Not Fulfilled. If any condition in Section 4.4 has not been fulfilled before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of Power to comply with its obligations under this Agreement, then Power in its sole discretion may, without limiting any rights or remedies available to Power at Law or in equity, either:

• (a) terminate this Agreement by notice to Mackenzie as provided in Section 4.6; or
• (b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
• 4.6 Termination. This Agreement may be terminated prior to the Closing Date:
  • (a) by the mutual written agreement of Power and Mackenzie;
  • (b) by written notice from Mackenzie to Power as permitted in Section 4.3;
  • (c) by written notice from Power to Mackenzie as permitted in Section 4.5; or
  • (d) by written notice from either Party to the other if the Regulatory Approvals have not been obtained within twelve (12) months from the date of this Agreement.

4.7 Effect of Termination. If this Agreement is terminated by Power or by Mackenzie under Section 4.6, all further obligations of the Parties under this Agreement shall terminate, except for the obligations under Section 5.2 and Section 5.3, which shall survive the termination of this Agreement.

ARTICLE 5 GENERAL

5.1 Schedule. Schedule A is incorporated herein by reference and deemed to be part of this Agreement.

5.2 Expenses. Except as otherwise expressly provided herein, each Party shall be responsible for all costs and expenses (including any taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (including the fees and disbursements of legal counsel, accountants, brokers and other advisers).

5.3 Confidentiality and Public Announcements. Except to the extent otherwise required by applicable Law or with the prior written consent of the other Party, each Party shall keep confidential, and neither Party shall make any public announcement regarding, this Agreement or the transactions contemplated by this Agreement; provided that either Party may disclose this Agreement and the transactions contemplated hereby to any Governmental Authority in connection with obtaining the Regulatory Approvals in accordance with this Agreement.

5.4 Notices. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by e-mail (return receipt requested) or other similar means of electronic communication, in each case to the applicable address set out below:

(a) if to Power, to:

751 Victoria Square Montréal, Québec, Canada H2Y 2J3 Attention: Stéphane Lemay Email: lemay@powercorp.com

(b) if to Mackenzie, to:

180 Queen Street West Toronto, Ontario, Canada M5V 3K1 Attention: Rhonda Goldberg Email: rhonda.goldberg@igmfinancial.com

5.5 Further Assurances. Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.

5.6 Entire Agreement; Paramountcy. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, except for the Chinese law governed local transfer agreement to be dated the date hereof (the "Local Transfer Agreement"). Notwithstanding the foregoing and notwithstanding anything to the contrary in the Local Transfer Agreement, in the event of a conflict between this Agreement and the Local Transfer Agreement, the terms of this Agreement shall govern and the Parties agree that any dispute or disagreement with respect to the transfer of the Equity Interests shall be governed by the terms of this Agreement and the Parties agree not to bring any action or proceeding pursuant to the terms of the Local Transfer Agreement. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement and the Local Transfer Agreement.

5.7 Amendment. No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.

5.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

5.9 Attornment. Each Party agrees that any legal proceeding relating to this Agreement shall be brought in any court of competent jurisdiction in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court.

5.10 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario.

5.11 Successors and Assigns; Assignment. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement without the prior written consent of the other Party.

5.12 Specific Performance. The Parties agree that (a) irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed by a Party in accordance with its specific terms, and that any remedy at Law for any breach of the provisions of this Agreement would be inadequate for the other Party, and (b) either Party shall be entitled to seek specific performance of the obligations to be performed by the other Party in accordance with the provisions of this Agreement, and to seek an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

5.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument.

5.14 Currency. Unless otherwise specifically indicated, all references to "dollars" or "$" shall refer to the lawful currency of Canada.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

MACKENZIE FINANCIAL CORPORATION

• By: (signed) "Barry McInerney" Name: Barry McInerney Title: President and Chief Executive Officer
• By: (signed) "Luke Gould" Name: Luke Gould Title: Executive Vice-President and Chief Financial Officer

POWER CORPORATION OF CANADA

• By: (signed) "R. Jeffrey Orr" Name: R. Jeffrey Orr Title: President and Chief Executive Officer
• By: (signed) "Gregory D. Tretiak" Name: Gregory D. Tretiak Title: Executive Vice-President and Chief Financial Officer

SCHEDULE A DEFINITIONS AND INTERPRETATION

1. Definitions.

"Agreement" means the Equity Transfer Agreement to which this Schedule A is attached, together with this Schedule A.

"AoA" means the Articles of Association of the Corporation, as amended.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in Toronto, Montreal or Beijing.

"Capital Gains Tax" an amount equal to 10% of the capital gain derived by Power from the transfer of the Equity Interest under applicable tax Law in China and payable to the Chinese Tax Authority.

"Chinese Tax Authority" means the tax authorities within the government of the People's Republic of China in charge of imposing, collecting and assessing relevant taxes in relation to the transfer of the Equity Interest.

"Closing" means the completion of the transfer of the Equity Interest from Power to Mackenzie in accordance with the provisions of this Agreement.

"Closing Date" means the fifth (5th) Business Day immediately following receipt of all Regulatory Approvals, or such other date as the Parties may agree in writing.

"Closing Time" means the time of Closing on the Closing Date provided for in Section 4.1.

"Contract" means any agreement, undertaking, undertaking, commitment, license or lease, whether written or oral.

"Corporation" means China Asset Management Co., Ltd. a limited liability company formed under the Laws of the People's Republic of China.

"Encumbrance" means any security interest, mortgage, charge, pledge, hypothec, lien, encumbrance, restriction, option, adverse claim or other encumbrance of any kind.

"Equity Interest" has the meaning set out in the recitals.

"Estimated Capital Gains Tax" has the meaning set out in Section 3.2(1).

"Estimated Dividend Amount" has the meaning set out in Section 3.7(1).

"Governmental Authority" means:

(a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise);

• (b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government;
• (c) any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and
• (d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange or professional association.

"Interim Period" means the period of time commencing on the date of this Agreement and ending at the Closing Time.

"Law" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines to the extent they have force of law, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law.

"Loss" means any loss, liability, damage, cost, expense, charge, fine, penalty or assessment, including (a) the reasonable costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise; (b) all interest, fines and penalties; and (c) all reasonable professional fees and disbursements on a 100%, complete indemnity basis, but excluding any consequential, indirect, special, punitive or incidental damages.

"Mackenzie" has the meaning set out in the preamble to the Agreement.

"Mackenzie Dividend Amount" has the meaning set out in Section 3.7(2).

"Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the business, results of operations, condition (financial or otherwise) or assets of the Corporation; or (b) the ability of Power to consummate the transactions contemplated hereby on a timely basis; provided that: (i) "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (A) general economic or political conditions in China; (B) conditions generally affecting the industries in which the Corporation operates; (C) any changes in financial or securities markets in general; (D) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) general outbreaks of illness, epidemics, pandemics or disease (including the COVID-19 pandemic), and other health crisis or public health event; (F) any action required or permitted by this Agreement; (G) any changes in applicable Law or accounting rules or principles, including Generally Accepted Accounting Principles; (H) the public announcement, pendency or completion of the transactions contemplated by this Agreement (I) failure of the Corporation to meet internal or external projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures shall not be excluded); or (J) changes in currency exchange or interest rates; and (ii) any event, occurrence, fact, condition or change referred to in clauses (i)(A) through (E) shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Corporation compared to other participants operating in the industries and in the jurisdictions in which the Corporation conducts its businesses.

"Party" means Power or Mackenzie and any reference to a Party includes its successors and permitted assigns and "Parties" means Power and Mackenzie.

"Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.

"Power" has the meaning set out in the preamble.

"Purchase Price" has the meaning set out in Section 1.2.

"Regulatory Approvals" has the meaning set out in Section 4.2(3).

"Stamp Duty" an amount equal to 0.05% of the Purchase Price payable to the Chinese Tax Authority by both Power and Mackenzie.

"Taxes" means any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority or taxation authority, including all interest, penalties, fines, instalments, additions to tax, including income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, or other COVID-19 tax relief, all customs duties and import and export taxes.

"Withheld Tax Funds" has the meaning set out in Section 3.2(2).

2. Additional Rules of Interpretation.

(1) Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

(2) Headings. The inclusion in this Agreement of headings of Sections are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

(3) Words of Inclusion. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" shall not be considered to set forth an exhaustive list.

(4) References to this Agreement. The words "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.

EXHIBIT A FORM OF BRING DOWN CERTIFICATE

TO: Mackenzie Financial Corporation (the "Purchaser")

This certificate is given pursuant to Section 4.2(2) of the Equity Transfer Agreement dated January 5, 2022 (the "Agreement") between Power Corporation of Canada (the "Vendor") and the Purchaser.

I, [NAME], the [OFFICE HELD] of the Vendor, hereby certify, for and on behalf of the Vendor and without personal liability, that all of the representations and warranties set out in Section 2.1 of the Agreement are true and correct as of the date hereof, with the same force and effect as if such representations and warranties were made on and as at the date hereof.

Dated the [●].

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