Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Guardian Capital Group Limited’s Shareholders Vote for the Proposed Plan of Arrangement With Desjardins Global Asset Management Inc.

Update on the Mailing, How to Vote and Interests in the Arrangement

• Your vote is important no matter how many Guardian Shares you hold.
• The Board of Directors of Guardian (with interested directors abstaining from voting), UNANIMOUSLY recommends that Shareholders (other than the Rollover Shareholders) vote FOR the Arrangement Resolution.
• For assistance with voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside of North America), or by email at assistance@laurelhill.com.

TORONTO, Oct. 15, 2025 (GLOBE NEWSWIRE) -- Guardian Capital Group Limited (“Guardian” or the “Company”) (TSX:GCG) (TSX:GCG.A) is pleased to announce that the two leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") have each recommended that holders of the Company’s Common Shares and Class A Shares (the “Shareholders”) vote FOR the special resolution (the “Arrangement Resolution”) to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which Shareholders (other than the rollover shareholders in respect of their rollover shares), will receive C$68.00 (the “Consideration”) in cash for each share owned, representing a premium of 66% and 48% over the last closing price of the Class A Shares and of the Common Shares of the Company (together, the “Shares”), respectively, on the Toronto Stock Exchange (the “TSX”) on August 27, 2025 (the last trading day before the announcement of the Arrangement) and a premium of 65% and 54% over the 30-day volume-weighted average trading price as at such date for the Class A Shares and the Common Shares, respectively, on the TSX.

ISS and Glass Lewis Recommendations

In making its recommendation that Shareholders vote "FOR" the Arrangement Resolution, the ISS report states:

“… the offer represents a meaningful premium to the unaffected price (and all-time high), the valuation appears reasonable, and there are downside risks to non-approval. Non-rolling shareholders will receive a certain and immediate cash exit for their investment.”

In making its recommendation that Shareholders vote "FOR" the Arrangement, Glass Lewis concluded:

“Taking into account the Company’s standalone prospects along with the adequate negotiation process conducted by the Company, we believe the proposed transaction represents a favorable outcome for public shareholders at this time.

In our view, the transaction is based on reasonable financial terms that appear to be fair and favorable for the Company's shareholders, and the proposed arrangement represents an attractive opportunity at which shareholders can realize fair value, full liquidity, and certainty for their investments. Most notably, we acknowledge that the proposed Consideration represents an all-time high for the Company Shares.”

Board Recommendation

The Company’s Board of Directors (the “Board”) (with interested directors abstaining from voting), after receiving legal and financial advice, including obtaining fairness opinions from BMO Nesbitt Burns Inc. and Scotia Capital Inc., a formal valuation from Scotia Capital Inc. and the unanimous recommendation of the Independent Committee, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rollover Shareholders). Accordingly, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting. 

Meeting Details

The special meeting of Shareholders in respect of the Arrangement (the “Meeting”) is scheduled for October 23, 2025, at 11:00 a.m. (Toronto time) at the offices of Borden Ladner Gervais LLP, in the Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 3400, Toronto, Ontario. Shareholders of record as of the close of business on September 15, 2025, are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well in advance of the Meeting and, in any event, before the proxy voting deadline of 11:00 a.m. (Toronto time) on October 21, 2025.

Update on Mailing

Further to its press releases of September 25, 2025 and October 1, 2025, the Company wishes to provide Shareholders with an update regarding the mailing of its management information circular and related materials (the “Materials”) for the Meeting.

The Company delivered the Materials for mailing by Canada Post prior to the commencement of the national labour strike (the “Strike”) by the Canadian Union of Postal Workers (“CUPW”). However, due to the Strike, there may be uncertainty regarding the timing of delivery of the Materials to Shareholders residing in Canada. In addition to mailing, the Company has also couriered copies of the Materials to Canadian Shareholders to the extent possible and practicable. In addition, with the announcement by CUPW regarding shifting to rotating strikes, the Company anticipates that the Materials it previously mailed have been or will be delivered to Canadian Shareholders.

How to Vote

In light of the Strike, all Shareholders are encouraged to vote online or by telephone rather than by mail:

• Registered Shareholders: You are a registered Shareholder if you are registered as the holder of Shares in the Company’s share register maintained by its transfer agent, Computershare Investor Services Inc. (“Computershare”):
  • Online: Go to www.investorvote.com, enter the 15-digit control number printed on your form of proxy and follow the instructions on the screen.
  • Telephone: Call 1-866-732-8683 (toll-free in North America) or 312-588-4290 (outside of North America), enter the 15-digit control number printed on your form of proxy and follow the voice recording instructions.
• Non-Registered Shareholders: You are a non-registered (beneficial) Shareholder if your broker, investment dealer, bank, trust company, custodian, nominee or other intermediary holds your Shares for you:
  • Online: Go to www.proxyvote.com, enter the 16-digit control number printed on your voting instruction form and follow the instructions on the screen.
  • Telephone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French), enter the 16-digit control number printed on your voting instruction form and follow the recording instructions.
    
    

Registered Shareholders who require their voting control numbers should contact Computershare by telephone at 1-800-564-6253 (toll-free in North America) or 1-514-982-7555 (outside of North America). Non-registered Shareholders who require their voting control numbers should contact their broker or other intermediary.

Shareholder Questions & Voting Assistance

Shareholders who have questions about voting their Shares or require assistance may contact the Company's proxy solicitation agent:

Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for Shareholders in North America)
International | +1 416-304-0211 (for Shareholders outside Canada and the US)
By Email | assistance@laurelhill.com

Interests in the Arrangement

As described in the Company’s management information circular dated September 19, 2025, under the Arrangement, certain shareholders (Minic Investments Limited, George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner (together, the “Rollover Shareholders”)) will receive shares of Desjardins Global Asset Management Inc. (the “Purchaser”) as partial consideration for selling their Shares pursuant to the terms of rollover agreements entered into between the Rollover Shareholders and the Purchaser. The Rollover Shareholders have agreed to transfer an aggregate of 7,667,390 Shares, being the number of Shares that the Rollover Shareholders will beneficially own or control or direct as of the closing of the Arrangement, to the Purchaser in exchange for a mix of Purchaser shares and cash with an aggregate value of C$68.00 per Share, as further detailed below:

Under the Company’s equity incentive plan, the following related parties of the Company will be entitled to the following number of Shares, with unvested Shares vesting on an accelerated basis under the Arrangement:

About Guardian Capital Group Limited 

Guardian Capital Group Limited (Guardian) is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As at June 30, 2025, Guardian had C$164.1 billion of total client assets while managing a proprietary investment portfolio with a fair market value of C$1.25 billion. Founded in 1962, Guardian’s reputation for steady growth, long-term relationships and its core values of authenticity, integrity, stability and trustworthiness have been key to its success over six decades. Its Common and Class A shares are listed on the Toronto Stock Exchange as GCG and GCG.A, respectively. To learn more about Guardian, visit www.guardiancapital.com.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. These statements include, without limitation, statements regarding the timing for the Meeting to consider the Arrangement, expected participation in equity rollover arrangements, accelerated vesting of equity incentives under the Arrangement, actions expected to be taken by Canada Post, and the completion of the Arrangement.

Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Further, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, those described in this press release. The belief that the investment fund industry and wealth management industry will remain stable and that interest rates will remain relatively stable are material factors made in preparing the forward-looking information and management’s expectations contained in this press release and that may cause actual results to differ materially from the forward-looking information disclosed in this press release. In addition, factors that could cause actual results to differ materially from expectations include, among other things, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, Shareholder and court approvals and other conditions to the closing of the Arrangement or for other reasons, the risk that competing offers or acquisition proposals will be made, the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Shares or on the business of Guardian, general economic and market conditions, including interest and foreign exchange rates, global financial markets, the impact of pandemics or epidemics, changes in government regulations or in tax laws, industry competition, technological developments and other factors described or discussed in Guardian’s disclosure materials filed with applicable securities regulatory authorities from time to time. Additional information about the risks and uncertainties of Guardian’s business and material risk factors or assumptions on which information contained in forward‐looking information is based is provided in Guardian’s disclosure materials, including Guardian’s most recently filed annual information form and any subsequently-filed interim management’s discussion and analysis, which are available under Guardian’s profile on SEDAR+ at www.sedarplus.ca.

There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date of this news release and is subject to change after such date. Guardian disclaims any intention or obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

For general inquiries, please contact:

Guardian Capital Investor Relations
investorrelations@guardiancapital.com
416·364·8341 or toll free at 1·800·253·9181

For media inquiries, please contact:

Mark Noble
mnoble@guardiancapital.com
416-350-8109

All trademarks, registered and unregistered, are owned by Guardian Capital Group Limited and are used under licence.

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