GRWFF / Great-West Lifeco Inc. - Preferred Security - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BEN / Franklin Resources, Inc. / GREAT-WEST LIFECO INC. - SC 13G Passive Investment

SC 13G 1 d681721dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Franklin Resources, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 35461

Item 7 Information

EX-99.2 EXHIBIT 99.2 Item 7 Information The securities being reported on by Power Corporation of Canada, as parent holding company, Great-West Lifeco Inc. and PAFI, LLC are owned directly by PAFI, LLC, a wholly owned subsidiary of Empower Services Holdings US, LLC. Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity of each other relevant entity that may

JOINT FILING STATEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING STATEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Franklin Resources, Inc. and further agree to the filing of this agreement as an Exhi

May 6, 2003

May 6, 2003 Dear Canada Life shareholder: Canada Life shareholders have voted overwhelmingly in favour of the proposal by Great-West Lifeco Inc.

2

EX-1.10 9 a2110258zex-110.htm EXHIBIT 1.10 Questions and Answers Related to the Election Form A. DOCUMENTATION I lost the Canada Life Proxy Circular I received a few weeks ago. How do I get another one? You can access a copy from our web site at www.canadalife.com under "Latest Shareholder News" or from the Canadian securities regulators' web site at www.sedar.com (click on "English", then click o

May 6, 2003

EX-1.8 7 a2110258zex-18.htm EXHIBIT 1.8 May 6, 2003 Dear Canada Life shareholder: Canada Life shareholders have voted overwhelmingly in favour of the proposal by Great-West Lifeco Inc. (Great-West) to purchase Canada Life. Under the transaction, still subject to regulatory approval, Great-West will acquire all of Canada Life's common shares for a combination of cash and Great-West securities value

Block G To be completed by residents of the United States, the United Kingdom or Ireland ONLY. Residents of all other countries will receive Canadian currency. With respect to any cash payments, I hereby direct Computershare to: o Pay in my local cur

QuickLinks - Click here to rapidly navigate through this document Holder Account Number C1234567890 X X X MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9 ASXQ CO1 Letter Of Election And Transmittal Form To Accompany Certificates Representing Common Shares Of Canada Life Financial Corporation The Instructions accompanying this Letter of Election and Transmittal Form (the "Election Form") should be read carefully before completing it.

EX-1.7

May 6, 2003 To U.S. Participants in Canada Life Financial Corporation's Stock Option Plan RE: COMBINATION TRANSACTION BETWEEN CANADA LIFE FINANCIAL CORPORATION ("CANADA LIFE") AND GREAT-WEST LIFECO INC. ("GREAT-WEST LIFE") We are writing to you as a United States holder of stock options ("Canada Life Options") under Canada Life's Stock Option Plan (the "Plan"). The purpose of this letter is to pro

Block G To be completed by residents of the United States, the United Kingdom or Ireland ONLY. Residents of all other countries will receive Canadian currency. With respect to any cash payments, I hereby direct Computershare to: o Pay in my local cur

QuickLinks - Click here to rapidly navigate through this document Holder Account Number C1234567890 X X X MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9 ASXQ CO1 Letter Of Election Form For Holders Of Ownership Statements Representing Common Shares Of Canada Life Financial Corporation The Instructions accompanying this Letter of Election Form (the "Election Form") should be read carefully before completing it.

EX-1.6

*FOR OPTIONS WITH SARS* May 6, 2003 To U.S. Participants in Canada Life Financial Corporation's Stock Option Plan RE: COMBINATION TRANSACTION BETWEEN CANADA LIFE FINANCIAL CORPORATION ("CANADA LIFE") AND GREAT-WEST LIFECO INC. ("GREAT-WEST LIFE") We are writing to you as a United States holder of stock options ("Canada Life Options") under Canada Life's Stock Option Plan (the "Plan"). The purpose

EX-4.8

EX-4.8 13 a2110258zex-48.txt EXHIBIT 4.8 CONSENT OF INDEPENDENT AUDITORS We consent to the use in the Post-Effective Amendment No. 1 to Form F-8 Registration Statement (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") of our report dated February 4, 2003 on the Consolidated Balance Sheets of Canada Life Financial Corporation and the Consolidated Statements of Net Assets of i

EX-4.7

EX-4.7 12 a2110258zex-47.txt EXHIBIT 4.7 Deloitte & Touche LLP 360 Main Street, Suite 2300 Winnipeg, Manitoba R3C 3Z3 Canada Tel: (204) 942-0051 Fax: (204) 947-9390 www.deloitte.ca [LOGO] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Great-West Lifeco Inc. on Amendment No. 1 to Form F-8 of our report dated January 29, 2003 and our repo

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREAT-WEST LIFECO INC. (Exact name of registrant as specified in its charter) Not applic

F-8 POS 1 a2110258zf-8pos.htm FORM F-8 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on May 6, 2003 Registration No. 333-104122 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREAT-WEST LIFECO INC. (Exact name of

Guide to Completing the Letter of Election and Transmittal Form (for Certificated Shareholders only)

Guide to Completing the Letter of Election and Transmittal Form (for Certificated Shareholders only) Getting Started We are pleased to announce that shareholders of Canada Life Financial Corporation have approved the acquisition of Canada Life by Great-West Lifeco Inc.

Guide to Completing the Letter of Election Form (for Ownership Statement Shareholders only)

EX-1.12 11 a2110258zex-112.htm EXHIBIT 1.12 Guide to Completing the Letter of Election Form (for Ownership Statement Shareholders only) Getting Started We are pleased to announce that shareholders of Canada Life Financial Corporation have approved the acquisition of Canada Life by Great-West Lifeco Inc. (the "Transaction"). Before the Transaction closes, you have a number of choices to make regard

EX-4.7

EXHIBIT 4.7 Deloitte & Touche LLP 360 Main Street, Suite 2300 Winnipeg, Manitoba R3C 3Z3 Canada Tel: (204) 942-0051 Fax: (204) 947-9390 www.deloitte.ca Deloitte & Touche INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Great-West Lifeco Inc. on Form F-8 of our report dated January 29, 2003 and our report dated January 30, 2002 and incorpo

EX-3.7(B)

EXHIBIT 3.7(b) GLOSSARY OF INSURANCE AND FINANCIAL TERMS ADMINISTRATIVE SERVICES ONLY: An arrangement where the insurer provides administrative services for a plan sponsor's health benefits plan, such as maintaining enrollment information and adjudicating claims. The plan sponsor bears some or all of the claim risk. ANNUITY: A contract providing income payments at regular (usually monthly) interva

EX-2.1

EXHIBIT 2.1 EXECUTION COPY TRANSACTION AGREEMENT BETWEEN GREAT-WEST LIFECO INC. AND CANADA LIFE FINANCIAL CORPORATION MADE AS OF FEBRUARY 14, 2003 TABLE OF CONTENTS PAGE ARTICLE 1 INTERPRETATION.................................................................................1 1.1 Definitions....................................................................................1 1.2 Interpretation Not

EX-3.4

EXHIBIT 3.4 IMPORTANT INFORMATION FOR SHAREHOLDERS NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF CANADA LIFE FINANCIAL CORPORATION AND PROXY CIRCULAR FOR INFORMATION, PLEASE CONTACT: IN CANADA AND THE UNITED STATES, CALL COMPUTERSHARE, TOLL-FREE, AT 1-888-284-9137 IN IRELAND, CALL COMPUTERSHARE INVESTOR SERVICES (IRELAND) LTD. AT 01-216-3100 IN THE UNITED KINGDOM, CALL COMPUTERSHARE INVESTOR SER

EX-4.4

EXHIBIT 4.4 [LETTERHEAD OF LEBOEUF, LAMB, GREENE & MACRAE L.L.P.] March 24, 2003 RE: CONSENT OF LEGAL COUNSEL As independent United States legal counsel, we hereby consent to the use in this Registration Statement on Form F-8 (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") relating to the issuance of common shares, 4.80% Non-Cumulative First Preferred Shares, Series E and

EX-4.8

Exhibit 4.8 [Letterhead of Ernst & Young] CONSENT OF INDEPENDENT AUDITORS We consent to the use in the Form F-8 Registration Statement (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") of our report dated February 4, 2003 on the Consolidated Balance Sheets of Canada Life Financial Corporation and the Consolidated Statements of Net Assets of its Segregated Funds as at Decembe

EX-4.10

EXHIBIT 4.10 CONSENT OF BLAKE, CASSELS & GRAYDON LLP TO: Canada Life Financial Corporation AND TO: The Board of Directors of Canada Life Financial Corporation We hereby consent to the reference to our opinion contained in the Canada Life Management Proxy Circular, dated March 22, 2003, under the heading "Eligibility for Investment in Canada", which is also part of the Registration Statement of Gre

EX-3.3

[CANADA LIFE LOGO] Consolidated Financial Statements for the year ended December 31, 2002 CANADA LIFE FINANCIAL CORPORATION RESPONSIBILITIES FOR FINANCIAL REPORTING The Consolidated Financial Statements of Canada Life Financial Corporation ("the Company"), are the responsibility of management.

As filed with the Securities and Exchange Commission on March 28, 2003

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on March 28, 2003 Registration No.

EX-4.1

EXHIBIT 4.1 [LETTERHEAD OF CREDIT SUISSE FIRST BOSTON] March 25, 2003 We hereby consent to the inclusion of our opinion letter dated as of February 14, 2003 to the Board of Directors of Canada Life Financial Corporation ("Canada Life") as Schedule C to the Canada Life Financial Corporation Management Proxy Circular which is a part of the Registration Statement, dated March 22, 2003, on Form F-8 (t

EX-4.9

EXHIBIT 4.9 CONSENT OF APPOINTED ACTUARY As appointed actuary, I hereby consent to the use in this Registration Statement on Form F-8 (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") relating to the issuance of common shares, 4.80% Non-Cumulative First Preferred Shares, Series E and 5.90% Non-Cumulative First Preferred Shares, Series F of the Company of my opinion contained

EX-3.2

EXHIBIT 3.2 MANAGEMENT'S DISCUSSION AND ANALYSIS CONTENTS - - Pages 1-2 Overview - Financial Highlights, Business Acquisitions, Embedded Value and Outlook Regarding Company Ownership 3-6 Income Statement Review 7 Quarterly Results 7-27 Performance by Business Segment 28-30 Financial Position 31-32 Capital Resources and Liquidity 32-37 Risk Management 38 Accounting Policies - - Canada Life Financia

EX-4.2

EXHIBIT 4.2 [BMO NESBITT BURNS LETTERHEAD] March 22, 2003 We hereby consent to the inclusion of our opinion letter dated as of February 14, 2003 to the Board of Directors of Canada Life Financial Corporation ("Canada Life") as Schedule B to the Canada Life Financial Corporation Management Proxy Circular which is a part of the Registration Statement, dated March 22, 2003, on Form F-8 (the "Registra

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

QuickLinks - Click here to rapidly navigate through this document U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing ("Filer"): Great-West Lifeco Inc. B. This is ? an original filing for the Filer o an amended filing for the Filer C. Identify the filing in conjunction with which this

EX-3.11

EX-3.11 19 a2106493zex-311.txt EXHIBIT 3.11 EXHIBIT 3.11 GREAT-WEST LIFECO INC. MATERIAL CHANGE REPORT ITEM 1: REPORTING ISSUER Great-West Lifeco Inc. 100 Osborne Street North Winnipeg, Manitoba R3C 3A5 ITEM 2: DATE OF MATERIAL CHANGE February 14, 2003 ITEM 3: PRESS RELEASE A press release was issued at Winnipeg and Toronto on February 17, 2003. A copy of the press release is attached as Schedule

EX-4.6

EXHIBIT 4.6 [Letterhead of Arthur Cox] March 22, 2003 TO WHOM IT MAY CONCERN RE: CONSENT OF LEGAL COUNSEL As independent Irish legal counsel, we hereby consent to the use in this Registration Statement on Form F-8 (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") relating to the issuance of common shares, 4.80% Non-Cumulative First Preferred Shares, Series E and 5.90% Non-Cu

EX-3.9

EX-3.9 17 a2106493zex-39.txt EXHIBIT 3.9 Exhibit 3.9 MANAGEMENT'S DISCUSSION AND ANALYSIS TABLE OF CONTENTS 18 CONSOLIDATED OPERATING RESULTS Net Income Total Assets under Administration Policy Liabilities Commercial Paper and Other Loans Capital Stock and Surplus Financial Strength Risk Management and Control Practices 26 CANADA Net Income Premiums and Deposits Assets Business Segments 42 UNITED

EX-3.1

EXHIBIT 3.1 [CANADA LIFE LOGO] CANADA LIFE FINANCIAL CORPORATION RENEWAL ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2002 MARCH 22, 2003 This Renewal Annual Information Form ("AIF") is intended to provide background information that is essential to an understanding of the nature of Canada Life Financial Corporation ("CLF") and its operations. CLF and its subsidiaries, including The Can

EX-4.3

EXHIBIT 4.3 [Letterhead of McCarthy Tetrault LLP] March 22, 2003 RE: CONSENT OF LEGAL COUNSEL As independent Canadian legal counsel, we hereby consent to the use in this Registration Statement on Form F-8 (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") relating to the issuance of common shares, 4.80% Non-Cumulative First Preferred Shares, Series E and 5.90% Non-Cumulative

EX-4.5

EXHIBIT 4.5 [Letterhead of Slaughter and May] March 25, 2003 Dear Sirs CONSENT OF LEGAL COUNSEL As independent United Kingdom legal counsel, we hereby consent to the use in this Registration Statement on Form F-8 (the "Registration Statement") of Great-West Lifeco Inc. (the "Company") relating to the issuance of common shares, 4.80% Non-Cumulative First Preferred Shares, Series E and 5.90% Non-Cum

EX-3.7(A)

EX-3.7(A) 14 a2106493zex-37a.txt EXHIBIT 3.7(A) EXHIBIT 3.7(a) MANAGEMENT'S DISCUSSION & ANALYSIS TABLE OF CONTENTS Consolidated Operating Results 18 Net income Total assets under administration Policy liabilities Commercial paper and other loans Capital stock and surplus Financial strength Risk management and control practices Canada 25 Net income Premiums and deposits Assets Business segments Un

EX-3.5

CANADA LIFE FINANCIAL CORPORATION Page 1 of 2 EXHIBIT 3.5 CANADA LIFE FINANCIAL CORPORATION MATERIAL CHANGE REPORT SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND) SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 75(2) OF THE SECURITIES ACT (ONTARIO) SECTION 84(1) OF THE SECURITIES ACT

EX-2.2

EXHIBIT 2.2 DISSENT RIGHTS AGREEMENT THIS AGREEMENT is made as of the 22nd day of March, 2003 AMONG: CANADA LIFE FINANCIAL CORPORATION, a company incorporated under the INSURANCE COMPANIES ACT (Canada), (hereinafter called "CLFC") - and - GREAT-WEST LIFECO INC., a company incorporated under the CANADA BUSINESS CORPORATIONS ACT, (hereinafter called "Lifeco") - and - EACH REGISTERED HOLDER OF CLFC C

CANADA LIFE FINANCIAL CORPORATION COMBINATION TRANSACTION CANADA LIFE FINANCIAL CORPORATION GREAT-WEST LIFECO INC. SPECIAL MEETING OF SHAREHOLDERS OF CANADA LIFE FINANCIAL CORPORATION TO BE HELD ON May 5, 2003 NOTICE OF SPECIAL MEETING AND CANADA LIF

QuickLinks - Click here to rapidly navigate through this document CANADA LIFE FINANCIAL CORPORATION COMBINATION TRANSACTION involving CANADA LIFE FINANCIAL CORPORATION and GREAT-WEST LIFECO INC.

EX-1.3

EXHIBIT 1.3 HOLDER ACCOUNT NUMBER [CANADA LIFE(TM) LOGO] [REGISTERED HOLDER NAME AND ADDRESS] FORM OF PROXY - SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2003 (THE "MEETING") THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT. THE DIRECTORS AND MANAGEMENT OF CANADA LIFE RECOMMEND THAT YOU VOTE FOR THE FOLLOWING RESOLUTION. THE COMMON SHARES REPRESENTED BY THIS PROXY SHALL BE V

EX-3.10

EXHIBIT 3.10 [GREAT-WEST LIFECO INC. LOGO] Registered Office - Winnipeg, Manitoba NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual Meeting of the Shareholders of Great-West Lifeco Inc. (the "Corporation") will be held at the offices of the Corporation, 100 Osborne Street North, Winnipeg, Manitoba, Canada on April 25, 2002, at 11:15 o'clock in the morning, local time,

EX-1.1

[LOGO] Exhibit 1.1 MARCH 28, 2003 TSX: CL, NYSE: CLU CANADA LIFE RECOMMENDS SHAREHOLDERS APPROVE THE GREAT-WEST TRANSACTION PROXY MAILING PROVIDES FULL DETAILS Toronto, Ontario - Canada Life Financial Corporation (Canada Life-TM-) today sent a Management Proxy Circular and related materials to its shareholders recommending they approve the Great-West Lifeco Inc. (Great-West) offer to acquire all o

EX-3.6

Exhibit 3.6 GREAT-WEST LIFECO INC. 100 OSBORNE STREET NORTH WINNIPEG, MANITOBA R3C 3A5 2001 ANNUAL INFORMATION FORM DATED APRIL 25, 2002 GREAT-WEST LIFECO INC. 2001 ANNUAL INFORMATION FORM TABLE OF CONTENTS Page - General Information.......................................................2 Translation of United States dollars...................................2 Incorporation........................

EX-3.8

EXHIBIT 3.8 MANAGEMENT'S RESPONSIBILITY The consolidated financial statements are the responsibility of management and are prepared in accordance with Canadian generally accepted accounting principles. The financial information contained elsewhere in the annual report is consistent with that in the consolidated financial statements. The financial statements necessarily include amounts that are bas