Minic Investments Announces Execution of an Irrevocable Support and Voting Agreement in Connection with the Proposed Going-Private Transaction of Guardian Capital Group Limited.

Toronto, Ontario--(Newsfile Corp. - August 28, 2025) - Minic Investments Limited ("Minic") issues this press release pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of its holdings in Guardian Capital Group Limited ("Guardian").

On August 28, 2025, Guardian issued a press release (the "Press Release") announcing that it has entered into a definitive agreement (the "Definitive Agreement") with an affiliate of Desjardins Group ("Desjardins"), a diversified financial institution, to go private in a transaction (the "Transaction") that values Guardian's equity at approximately $1.67 billion. All issued and outstanding Common and Class A shares of Guardian (the "Guardian Shares") will be purchased for cash consideration equal to $68.00 per Guardian Share, other than Guardian Shares held by specified shareholders (the "Rollover Shareholders") who enter into equity rollover agreements pursuant to which such Rollover Shareholders have agreed to exchange some of its Guardian Shares for shares of a Desjardins entity (the "Rollover"). A copy of the Press Release can be found on under Guardian's SEDAR+ profile at www.sedarplus.ca.

In connection with the Transaction, Minic, among other Rollover Shareholders, have each entered into an irrevocable support and voting agreement with Desjardins ("Voting Agreement"). Pursuant to the Voting Agreement, and subject to its terms and conditions, Minic has agreed to vote its Guardian Shares in favour of the Transaction at any special meeting of shareholders convened to consider the Transaction.

Under the Voting Agreement, Minic is also restricted from tendering or voting its Guardian Shares in support of any alternative acquisition proposal relating to Guardian. Furthermore, Minic is required to vote against any competing proposals or actions that could reasonably be expected to prevent, delay, or frustrate the completion of the Transaction.

These obligations remain in effect until the earliest of: (i) mutual termination of the Voting Agreement by Minic and Desjardins; (ii) May 28, 2026; or (iii) termination of the definitive agreement in certain circumstances, including the failure to obtain the required regulatory approvals in accordance with the terms under the definitive agreement.

Immediately prior to, and immediate after, the execution of the Voting Agreement, Minic beneficially owned and/or controlled 6,107,780 Guardian Shares representing approximately 24.86% of the outstanding Guardian Shares.

After completion of the Transaction, Minic will not hold any shares in Guardian. In the event that the Transaction is not completed, Minic will continue to evaluate its investment in the Corporation from time to time and may depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which it now or hereafter exercises, or may be deemed to exercise, control or direct.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264290