An anonymous director reports

INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND RF CAPITAL SHAREHOLDERS VOTE FOR THE ARRANGEMENT INVOLVING RF CAPITAL AND IA FINANCIAL CORPORATION

Both Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., two leading independent proxy advisory firms, have recommended that holders of RF Capital Group Inc.'s common shares and cumulative five-year rate reset preferred shares, Series B, vote for the proposed arrangement resolution and Series B preferred shareholders' arrangement resolution (each as defined in the management information circular of the company dated Aug. 21, 2025), respectively, at the upcoming special meeting of shareholders scheduled for Monday, Sept. 22, 2025.

Details of the arrangement

Upon the approval of the arrangement resolution, iA Financial Corp. Inc. will acquire, directly or indirectly, pursuant to a statutory plan of arrangement, all of the issued and outstanding common shares for $20 per share in cash, representing a premium of approximately 107 per cent to the closing price of the common shares on the Toronto Stock Exchange on July 25, 2025, of $9.65 per common share.

Pursuant to the arrangement and upon the approval of the Series B preferred shareholders arrangement resolution, iA will also acquire, directly or indirectly, all of the issued and outstanding Series B preferred shares for $25 per share in cash, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025, of 63 per cent (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B preferred share equal to the amount of the dividends that would have been payable in respect of a Series B preferred share from (and including) closing to (and excluding) March 31, 2026, as if the Series B preferred shares had remained outstanding during this period)). However, completion of the arrangement is not conditional upon the approval of the Series B preferred shareholders arrangement resolution. If the Series B preferred shareholders arrangement resolution is not approved, such Series B preferred shares will remain outstanding in accordance with their terms.

The board of directors of RF Capital unanimously recommends that holders of common shares vote for the proposed arrangement resolution and that holders of Series B preferred shares vote for the proposed Series B preferred shareholders arrangement resolution.

Independent third party proxy advisory recommendations

Both ISS and Glass Lewis, after conducting thorough and independent evaluations of the meeting materials, have recommended that shareholders vote in favour of the proposed arrangement. In its report, ISS highlighted the premium to the stock's unaffected trading price, which was 107.3 per cent on July 28, 2025. ISS also noted that the cash form of consideration provides certainty of value and immediate liquidity to RCG shareholders.

Similarly, Glass Lewis concluded that given the high market premium, certainty of value and immediate liquidity offered by the all-cash merger consideration, there is sufficient cause for investor support of the transaction.

Don Wright, chair of the RF Capital board of directors, in response to the positive recommendations: "We are very pleased that both ISS and Glass Lewis, the world's leading independent proxy advisory firms, have recommended that shareholders vote for the arrangement. Their endorsements validate the strength of the process undertaken by our board of directors and the compelling value of this transaction. The arrangement provides common shareholders with $20 in cash per share and Series B preferred shareholders with $25 in cash per share (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B preferred share equal to the amount of the dividends that would have been payable in respect of a Series B preferred share from (and including) closing to (and excluding) March 31, 2026, as if the Series B preferred shares had remained outstanding during this period)), representing a significant premium to RF Capital's recent trading price, and delivers certainty of value with the backing of iA, a highly respected Canadian financial institution. We strongly encourage all shareholders to follow these recommendations and vote for the arrangement resolution and/or the Series B preferred shareholders arrangement resolution (as applicable) to realize the immediate and certain value this transaction offers."

Your vote is important; please vote today.

The proxy voting deadline is 10 a.m. Toronto time on Thursday, Sept. 18, 2025.

Meeting details

The meeting will be held on Monday, Sept. 22, 2025, at 10 a.m. Toronto time, at the offices of Goodmans LLP, 333 Bay St., Suite 3400, Toronto, Ont., and via live audio-only webcast (password rf2025).

Shareholder questions and voting assistance

Shareholders who have questions about voting their shares or require assistance are encouraged to contact the company's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (for shareholders in North America), international at 1-416-304-0211 (for shareholders outside Canada and the United States) and by e-mail at assistance@laurelhill.com.

About RF Capital Group Inc.

RF Capital is a Toronto Stock Exchange-listed wealth management-focused company. Operating under the Richardson Wealth brand, the company is one of the largest independent wealth management firms in Canada with $42.0-billion in assets under administration (as of Aug. 31, 2025) and 23 offices across the country. The firm's adviser teams are focused exclusively on providing strategic wealth advice and innovative investment solutions customized for high-net-worth or ultrahigh-net-worth families and entrepreneurs. The company is committed to maintaining exceptional fiduciary standards and has earned certification -- determined annually -- from the Centre for Fiduciary Excellence for its separately managed and portfolio management account platforms. For the seventh year in a row, Richardson Wealth has been certified as a great place to work by Great Place to Work, a global authority on workplace culture.

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