Ms. Christina Marinoff reports

CANACCORD GENUITY GROUP INC. ANNOUNCES AGREEMENT TO ISSUE $110-MILLION OF CONVERTIBLE UNSECURED SENIOR SUBORDINATED DEBENTURES BY WAY OF PRIVATE PLACEMENT

Canaccord Genuity Group Inc. has entered into a binding agreement to issue convertible unsecured senior subordinated debentures by way of non-brokered private placement to two institutional investors for gross proceeds of $110-million. The closing of the private placement is expected to occur on or about March 15, 2024.

The debentures will bear interest at a rate of 7.75 per cent per annum, payable semi-annually on the last day of June and December each year commencing June 30, 2024. The debentures will be convertible at the holder's option into common shares of the company, at a conversion price of $9.68 per common share. The debentures will mature five years from the date of issue (issue date) and may be redeemed by the company in certain circumstances, on or after the third anniversary of the issue date.

The company will use approximately $80-million of the proceeds from the private placement to provide an interest-bearing loan to an independent, limited partnership to be owned by certain employees of the company. The partnership will be a long-term ownership vehicle for senior employees of the company and will use the loan proceeds to acquire approximately 9.9 million outstanding common shares of the company (representing a 9.7 per cent ownership stake) in a private transaction to be completed contemporaneously with the closing of the private placement. The aggregate loan to the partnership will be effectively transferred to the employee participants when they subscribe for interests in the partnership. The employee loans will be interest-bearing and will be made on a full recourse basis and subject to accelerated repayment and clawback provisions under certain circumstances. The repayment of the employee loans will be made by way of periodic payments from future employee compensation payments. The company does not expect the program to materially impact its overall compensation ratio, which is expected to be generally consistent with historical levels. The remaining proceeds of the private placement will be deployed within the business to support ongoing growth priorities.

"The proceeds of this private placement will be used to support our strategic objective of ensuring Canaccord Genuity is set up for long-term success by increasing and diversifying the equity ownership of the company, while retaining and attracting exceptional performers, in direct alignment with our shareholders' priorities," said Dan Daviau, president and chief executive officer of Canaccord Genuity Group Inc. "Our colleagues are at the very core of our ability to deliver for our clients. Today's announcement is the beginning of Canaccord Genuity's next stage of growth, fuelled by the top producers in our company."

Michael Auerbach, chair of the corporate governance and compensation committee, added: "The board of directors and executive leadership team worked in close consultation with employees and external compensation advisers over the past several months to review our performance-based compensation framework. We spent considerable time evaluating the company's current structure and we are confident this model balances our objective of maintaining competitive compensation with meaningful share ownership to support the long-term interests of the company and its shareholders."

Terms

The debentures will not be listed or posted for trading on any exchange. The investors are bound by limitations in the agreement, including an undertaking that prevents the transfer of the debentures without the company's consent and that prevents a short sale or similar transaction, with respect to the common shares of the company.

About Canaccord Genuity Group Inc.

Through its principal subsidiaries, Canaccord Genuity is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. Since its establishment in 1950, the company has been driven by an unwavering commitment to building lasting client relationships. Canaccord Genuity achieves this by generating value for its individual, institutional and corporate clients through comprehensive investment solutions, brokerage services and investment banking services. The company has wealth management offices located in Canada, the U.K., Guernsey, Jersey, the Isle of Man and Australia. The company's international capital markets division operates in North America, the U.K. and Europe, Asia, and Australia.

Canaccord Genuity is publicly traded under the symbol CF on the Toronto Stock Exchange.

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