Mr. George Mavroudis reports

GUARDIAN CAPITAL GROUP LIMITED TO BE TAKEN PRIVATE PURSUANT TO ALL CASH GO-PRIVATE OFFER FROM DESJARDINS IN $1.67 BILLION TRANSACTION VALUING GUARDIAN SHARES AT $68

Guardian Capital Group Ltd. has entered into a definitive agreement with Desjardins Global Asset Management Inc. (DGAM), an affiliate of Desjardins Group, a diversified financial institution, to go private in a transaction that values Guardian's equity at approximately $1.67-billion. All issued and outstanding common and Class A shares of Guardian will be purchased for cash consideration equal to $68 per Guardian share, other than Guardian shares held by specified shareholders who entered into equity rollover agreements, as further detailed below. The cash purchase price on the Guardian shares represents a 66-per-cent and 48-per-cent premium to the last closing price of the Class A shares and common shares of Guardian, respectively, prior to the announcement of the transaction, and a premium of 65 per cent and 54 per cent 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.

Guardian's board of directors, with interested directors abstaining, unanimously recommends that Guardian shareholders (other than the rollover shareholders) vote in favour of the transaction. The recommendation follows the unanimous recommendation of a special committee of the board, consisted solely of independent directors, that was formed in connection with the transaction.

"The transaction, with its significant cash premium, is an exceptional outcome for Guardian shareholders, many of whom have been patient long-term investors," said George Mavroudis, Guardian's chief executive officer. "We are immensely proud of our nearly 60-year legacy as a publicly listed company, which has generated an approximately 18-per-cent annual total return to shareholders over the last 15 years. This transaction marks a pivotal opportunity to align with a strong strategic partner -- one with exceptional financial resources and a distinguished history in financial services. Together, we will be better equipped to realize our growth ambitions and continue delivering exceptional value to our clients as their needs evolve."

"This transaction marks a pivotal moment in our 125-year history of serving members and clients with purpose and vision," said Denis Dubois, executive vice-president of wealth management, and life and health insurance, Desjardins Group. "Together with Guardian, we are creating a powerful asset management platform with the scale, expertise and reach to deliver real value to the clients who place their trust in us. This is a bold step forward for both organizations -- one that empowers us to grow with purpose [and] innovate with confidence, and reflects our ambition to lead with impact."

The combined business will be led by Mr. Mavroudis as CEO, supported by a deep and experienced leadership team across the Guardian network of companies, and further strengthened by the addition of Nicolas Richard, president and chief operating officer of DGAM. This strategic collaboration builds on Guardian's long-term vision to establish a world-class global asset management platform. With approximately $280-billion in client assets, the combined firm is uniquely positioned to accelerate growth, expand its global footprint, and deliver exceptional value to clients across all segments and regions.

Transaction rationale

The conclusions and recommendations of the independent committee of the board and the board were based on a number of factors, including the following:

• Compelling value and immediate liquidity to shareholders: The all-cash purchase price provides shareholders with certainty of value and immediate liquidity. The purchase price represents a 66-per-cent and 48-per-cent premium to the last closing price of the Class A shares and common shares of Guardian, respectively, prior to the announcement of the transaction, and a premium of 65 per cent and 54 per cent to the 30-day volume-weighted average trading price on the TSX 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 oral opinion from its financial adviser and independent valuator, Bank of Nova Scotia, that, as of Aug. 27, 2025, and based on Scotiabank's analysis, and subject to the assumptions, limitations and qualifications to be set forth in Scotiabank's written valuation, the fair market value of the Guardian shares is in the range of $63.75 to $74 per Guardian share.
• Fairness opinions: The independent committee and board received oral opinions from BMO Capital Markets and Scotiabank that, as at Aug. 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in such written fairness opinions, 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: As described below, Guardian's major shareholders, and all of the directors and executive officers of the company, together holding 32.06 per cent of the Guardian shares, have entered into support and voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the transaction at the special meeting of shareholders to be held to approve the transaction. Furthermore, the rollover shareholders (including Minic Investments Ltd.) have irrevocably agreed to vote against any other proposal for a period of nine months from the date of the definitive agreement.
• Definitive agreement terms: The definitive agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the independent committee advised by independent and highly qualified legal and financial advisers, and resulted in terms and conditions that are reasonable in the judgment of the independent committee and the board.
• Break fee: The break fee payable by the company of $65-million is only payable in limited circumstances, and the quantum is reasonable in the judgment of the independent committee and the board.
• No financing condition: The transaction is not subject to a financing condition.
• Minority vote and court approval: The transaction is required to be approved by: (a) at least two-thirds of the votes cast by holders of Class A shares and common shares of Guardian present or represented by proxy at the meeting, voting together as a single class, as well as a simple majority of the votes cast by holders of Class A shares and common shares of Guardian present or represented by proxy at the meeting (each class voting separately, unless relief or approval is obtained from the Ontario Securities Commission to permit voting as a single class), in each case excluding the Guardian shares required to be excluded from such vote pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions; and (b) the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the transaction to shareholders.

Board and independent committee recommendation

Guardian's board of directors formed the independent committee to, among other things, review and evaluate the terms, and initial and subsequent proposals received from Desjardins, make recommendations to the board in respect of such proposals, negotiate the terms of any transaction, and supervise the preparation of a formal valuation of the Guardian shares in accordance with MI 61-101.

The board (with interested directors abstaining), based on the unanimous recommendation of the independent committee, determined that the transaction is fair to shareholders and is in the best interests of Guardian. In arriving at its recommendation in favour of the transaction, the independent committee and the board considered several factors, including the oral opinion of BMO Capital Markets, financial adviser to Guardian, and the oral opinion of Scotiabank, financial adviser and independent valuator to the independent committee, that, as at Aug. 27, 2025, and based on Scotiabank's analysis, and subject to the assumptions, limitations and qualifications to be set forth in Scotiabank's written valuation, the consideration to be received by shareholders (other than shareholders that enter into equity rollover agreements in respect of their rolled over shares) pursuant to the transaction is fair, from a financial point of view, to such shareholders. In addition, under the supervision of the independent committee, Scotiabank has prepared an independent valuation in accordance with MI 61-101 and has rendered its oral opinion that, as at Aug. 27, 2025, and based on Scotiabank's analysis, and subject to the assumptions, limitations and qualifications to be set forth in Scotiabank's written valuation, the fair market value of the Guardian shares is in the range of $63.75 to $74 per Guardian share.

A copy of the written fairness opinions and formal valuation, as well as additional details regarding the terms and conditions of the definitive agreement and transaction, and the rationale for the recommendations made by the independent committee and the board of directors, will be included in the management proxy circular and other materials to be mailed to shareholders in connection with the shareholder meeting to approve the transaction. The summaries of the definitive agreement, and support and voting agreements in this news release are qualified in their entirety by the provisions of those agreements. Copies of the definitive agreement and support and voting Agreements, and, when finalized, the meeting materials will be filed under Guardian's profile on SEDAR+.

Transaction details

The transaction will proceed via a plan of arrangement under the Business Corporations Act (Ontario) and is expected to require the approval of at least: (i) 66-2/3rds per cent of the votes cast by holders of Class A shares and common shares of Guardian present or represented by proxy at the meeting, voting together as a single class; and (ii) a simple majority of the votes cast by holders of Class A shares and common shares of Guardian present or represented by proxy at the meeting (each class voting separately, unless relief or approval is obtained from the Ontario Securities Commission to permit voting as a single class), in each case excluding the Guardian shares required to be excluded from such vote pursuant to MI 61-101 at the meeting. The meeting is expected to be held in the fourth quarter of 2025. Guardian intends to make application for exemptive relief to the Ontario Securities Commission to permit the holders of Class A shares and common shares of Guardian to vote together as a single class for purposes of the approval required under MI 61-101.

The transaction is also subject to court approval, regulatory approvals (including under the Competition Act (Canada)) and other customary closing conditions. The transaction is not subject to any financing condition and, assuming the timely receipt of all required regulatory approvals, is expected to close in the first half of 2026.

The definitive agreement includes customary terms and conditions, including a non-solicitation covenant on the part of Guardian, and is subject to "fiduciary out" provisions that enable Guardian to terminate the agreement in certain circumstances, subject to Desjardins having a right to match any third party superior proposal. A termination fee of $65-million is payable by Guardian to Desjardins in certain circumstances, including termination of the agreement by Guardian pursuant to the "fiduciary out" provisions.

In total, the holders of 32.06 per cent of the Guardian shares have entered into voting and support agreements with an affiliate of Desjardins agreeing to vote their shares in favour of the transaction.

Minic, the holder of approximately 24.86 per cent of the Guardian shares, Rosemary Short, the holder of approximately 2.44 per cent of the Guardian shares, certain directors and executive officers of Guardian, or entities controlled by them, who are rollover shareholders (as defined below), the holders of approximately 3.76 per cent of the Guardian shares, and each of Guardian's directors and executive officers, or entities controlled by them, who are not rollover shareholders, the holders of approximately 1.00 per cent of the Guardian shares, have entered into support and voting agreements.

Under the irrevocable shareholder support and voting agreements signed by Minic and the rollover shareholders, Minic and the rollover shareholders are precluded from tendering or voting any of their Guardian shares in favour of any other acquisition proposal relating to Guardian, and are required to vote against other acquisition proposals or actions that might prevent, delay or frustrate the transaction, the whole for a period of nine months from the date of the definitive agreement. The support and voting agreements entered into by Ms. Short, and each other director and officer of Guardian, other than the rollover shareholders, terminate automatically upon termination of the definitive agreement or a change of recommendation by Guardian's board of directors made in accordance with the terms of the definitive agreement.

The rollover shareholders also entered into equity rollover agreements to exchange approximately 17.17 per cent of their Guardian shares at closing for up to 10 per cent of the shares in the capital of DGAM. All rollovers will occur at a value equal to the cash purchase price. Any equity rollover agreements will terminate automatically upon termination of the definitive agreement.

Following completion of the transaction, Guardian is expected to delist its Class A shares and common shares from the TSX, and cease to be a reporting issuer under Canadian securities laws in each of the provinces and territories of Canada.

Until completion of the transaction, Guardian expects to continue to pay its regular quarterly dividends with the timing of the declaration, record and payment dates in any given quarter consistent with such timings for the comparable quarter in the prior fiscal year.

Advisers

BMO Capital Markets is acting as financial adviser to Guardian. Scotiabank is acting as financial adviser and independent valuator to the independent committee. Ernst & Young LLP provided certain advisory services to Guardian in connection with the transaction. Borden Ladner Gervais LLP is acting as legal adviser to Guardian. Baker & Mackenzie LLP is acting as legal adviser to Minic. Torys LLP is acting as legal adviser to the independent committee. Desjardins Capital Markets is acting as financial adviser and Stikeman Elliott LLP is acting as legal adviser to Desjardins.

About Guardian Capital Group Ltd.

Guardian is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As at June 30, 2025, Guardian had $164.1-billion of total client assets while managing a proprietary investment portfolio with a fair market value of $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 TSX as GCG and GCG.A, respectively.

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