Mr. Mark Noble reports

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

Guardian Capital Group Ltd. has filed its management information circular and related materials for the upcoming special meeting of holders of common shares and Class A shares in the capital of Guardian to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario). 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, for $68.00 per Guardian share in cash, all as more particularly described in the circular. As part of the transaction, the rollover shareholders will sell approximately 17.17 per cent of their Guardian shares in exchange for approximately 10 per cent of the shares in the capital of DGAM.

• 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, Oct. 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 adviser Laurel Hill Advisory Group by telephone at 1-877-452-7184 (1-416-304-0211 for collect calls outside of North America) or by e-mail at assistance@laurelhill.com.

The mailing of the circular and accompanying materials to shareholders of record as of Sept. 15, 2025, has commenced and they are available on SEDAR+ and on Guardian's website.

Unanimous independent committee and board recommendations

Both the independent committee of directors of Guardian and the board of directors of Guardian (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 advisers, and the board, with the assistance of its financial and legal advisers, 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-per-cent and 48-per-cent 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 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.
• Formal valuation: The independent committee and the board received an opinion from independent financial adviser and valuator Scotiabank that, as of Aug. 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 $63.75 to $74.00 per Guardian share.
• Fairness opinions: The independent committee and board received opinions from BMO Capital Markets and Scotiabank that, as at Aug. 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 per cent 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 Ltd.) 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 St. West, suite 3400, Toronto, Ont., M5H 4E3, at 11 a.m. (Toronto time) on Thursday, Oct. 23, 2025. Shareholders of record as of the close of business on Sept. 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 a.m. (Toronto time) on Tuesday, Oct. 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 Sept. 17, 2025, the Ontario Superior Court of Justice (Commercial List) 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 is Oct. 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 Aug. 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 adviser:

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 e-mail:  assistance@laurelhill.com

About Guardian Capital Group Ltd.

Guardian Capital Group 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 Toronto Stock Exchange as GCG and GCG.A, respectively.

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