Guardian Capital Group Limited Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously Announced Plan of Arrangement

●   The Board of Directors of Guardian (with interested directors abstaining from voting), acting on the unanimous recommendation of the Independent Committee, unanimously recommends that Shareholders (other than Rollover Shareholders) vote FOR the Transaction.
●   Shareholders are encouraged to vote well in advance of the proxy voting deadline of Tuesday, October 21, 2025 at 11 a.m. (Toronto time)
●   Shareholders who have questions or need assistance with voting their shares should contact Guardian’s proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184 (1-416-304-0211 for collect calls outside of North America) or by email at assistance@laurelhill.com.

TORONTO, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Guardian Capital Group Limited (Guardian) (TSX: GCG) (TSX:GCG.A) today announced the filing of its management information circular (the Circular) and related materials for the upcoming special meeting (the Meeting) of holders (the Shareholders) of Common shares and Class A shares in the capital of Guardian (together, the Guardian Shares) to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement). Pursuant to the Arrangement, Desjardins Global Asset Management Inc. (DGAM), an affiliate of Desjardins Group, will acquire all of the issued and outstanding Guardian Shares, other than certain Guardian Shares owned by specified Shareholders who entered into equity rollover agreements (the Rollover Shareholders), for C$68.00 per Guardian Share in cash (the Consideration), all as more particularly described in the Circular (the Transaction). As part of the Transaction, the Rollover Shareholders will sell approximately 17.17% of their Guardian Shares in exchange for approximately 10% of the shares in the capital of DGAM.

The mailing of the Circular and accompanying materials to Shareholders of record as of September 15, 2025 has commenced and they are available on SEDAR+ at www.sedarplus.ca and on Guardian’s website at www.guardiancapital.com.

Unanimous Independent Committee and Board Recommendations

Both the independent committee of directors of Guardian (the Independent Committee) and the board of directors of Guardian (the Board) (with interested directors abstaining from voting) unanimously determined, after receiving financial and legal advice, that the Transaction is in the best interests of Guardian and is fair to the Shareholders (other than the Rollover Shareholders). Accordingly, the Board, upon the unanimous recommendation of the Independent Committee, unanimously recommends that the Shareholders (other than the Rollover Shareholders) vote FOR the Transaction at the Meeting.

Reasons for the Recommendation

In reaching their conclusion that the Arrangement is in the best interests of Guardian and is fair to the Shareholders (other than the Rollover Shareholders), the Independent Committee, with the assistance of its financial and legal advisors, and the Board, with the assistance of its financial and legal advisors, carefully reviewed and relied on a number of factors, including, among others, the following:

• Compelling Value and Immediate Liquidity to Shareholders: The all-cash Consideration provides Shareholders with certainty of value and immediate liquidity. The Consideration represents a 66% and 48% premium to the last closing price of the Class A shares and Common shares of Guardian, respectively, on the date prior to the announcement of the Transaction, and a premium of 65% and 54% to the 30-day volume-weighted average trading price on the Toronto Stock Exchange for the Class A shares and the Common shares of Guardian as at such date, respectively.
• Formal Valuation: The Independent Committee and the Board received an opinion from independent financial advisor and valuator Scotiabank that, as of August 27, 2025, and based on Scotiabank’s analysis and subject to the assumptions, limitations and qualifications set forth in Scotiabank’s written valuation and fairness opinion (the full text of which is contained in the Circular), the fair market value of the Guardian Shares is in the range of C$63.75 to C$74.00 per Guardian Share.
• Fairness Opinions: The Independent Committee and Board received opinions from BMO Capital Markets and Scotiabank that, as at August 27, 2025, and subject to the assumptions, limitations and qualifications set forth in such written fairness opinions (the full texts of which are contained in the Circular), the Consideration to be received by Shareholders (other than the Rollover Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.
• Support for the Transaction: Guardian’s major Shareholders, the Rollover Shareholders, and all of the directors and executive officers of Guardian together holding 32.06% of the Guardian Shares have entered into support and voting agreements, pursuant to which they have agreed to, among other things, vote FOR the Transaction at the Meeting. Furthermore, the Rollover Shareholders (including Minic Investments Limited) have irrevocably agreed to vote against any other proposal for a period of nine months from the date of the definitive agreement.

A full description of the information and factors considered by the Independent Committee and the Board is located in the Circular under the heading “The Arrangement – Reasons for the Recommendation”.

Details About Guardian’s Special Meeting of Shareholders

The Meeting is scheduled to be held in person at the offices of Borden Ladner Gervais LLP, Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 3400, Toronto, ON M5H 4E3 at 11:00 a.m. (Toronto time) on Thursday, October 23, 2025. 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, prior to the proxy voting deadline of 11:00 a.m. (Toronto time) on Tuesday, October 21, 2025.

The Circular provides important information on the Transaction and related matters, including voting procedures, how to attend the Meeting and instructions for Shareholders unable to attend the Meeting. Shareholders are urged to read the Circular and accompanying materials carefully and in their entirety.

Receipt of the Interim Order

On September 17, 2025, the Ontario Superior Court of Justice (Commercial List) (the Court) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Transaction. A copy of the interim order is included in the Circular.

The anticipated hearing date for the application for the final order of the Court (the Final Order) is October 28, 2025. Subject to obtaining the required approval of Shareholders at the Meeting, the Final Order and the satisfaction or waiver of the other conditions to implementing the Transaction as set out in the arrangement agreement entered into among Guardian and DGAM on August 28, 2025 (as amended), the Transaction is expected to close in the first half of 2026.

Shareholder Questions and Voting Assistance

Shareholders who have questions about the information contained in the Circular or require assistance with the procedure for voting, including to complete the form of proxy, may contact Guardian’s proxy solicitation agent and shareholder communications advisor:

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

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 receipt, in a timely manner, of Shareholder, Court and regulatory approvals in respect of the Transaction, the timing for the Meeting to consider the Transaction, expected participation in equity rollover arrangements, and the expected closing date for the Transaction.

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 Transaction 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 Transaction or for other reasons, the risk that competing offers or acquisition proposals will be made, the negative impact that the failure to complete the Transaction 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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