Canada Life Financial Corp. on Friday mailed our a management proxy circular and related materials to its shareholders recommending they approve the Great-West Lifeco Inc. offer to acquire all of Canada Life’s common shares.

A special shareholder’s meeting will take place on May 5, at which Canada Life shareholders will be asked to vote, , on the transaction that was originally announced on February 17.

The transaction calls for Great-West to acquire all of Canada Life’s common shares for a combination of cash and securities valued at $44.50 per Canada Life common share. Canada Life’s board of directors unanimously recommends that shareholders vote to approve the Great-West transaction.

Georgeson Shareholder has been engaged as the proxy solicitation agent to assist shareholders in voting on the transaction.

Election forms will be mailed immediately following shareholder approval at the May 5 meeting to permit shareholders to choose their preferred form of consideration amongst cash, Great-West common shares and Great-West preferred shares, subject to maximum limits and proration.

Closing of the transaction is expected to occur on July 10, 2003.

A copy of the Management Proxy Circular is also available e Canada Life Web site.

http://www.newswire.ca/releases/March2003/28/c4785.html