An anonymous director of RF Capital reports

RF CAPITAL OBTAINS SHAREHOLDER APPROVAL FOR SALE TO IA FINANCIAL CORPORATION INC.

At RF Capital Group Inc.'s special meeting of shareholders held earlier today: (i) holders of the company's common shares have voted in favour of a special resolution approving the previously announced plan of arrangement pursuant to which iA Financial Corp. Inc. will acquire, directly or indirectly, all of the issued and outstanding common shares by way of a court-approved plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario); and (ii) holders of the company's cumulative five-year rate reset preferred shares, Series B, have voted in favour of a special resolution approving the arrangement.

Under the terms of the arrangement, the purchaser will acquire, directly or indirectly: (i) all of the issued and outstanding common shares for cash consideration of $20 per common share; and (ii) all of the issued and outstanding Series B preferred shares for cash consideration of $25 per Series B preferred share (in addition to (a) a cash amount per Series B preferred share equal to all accrued and unpaid dividends as of the effective date of the arrangement, and (b) to the extent that the effective date occurs prior to March 31, 2026, a cash amount per Series B preferred share equal to the dividends that would have been payable in respect of a Series B preferred share from (and including) the effective date to (and excluding) March 31, 2026, as if the Series B preferred shares had remained outstanding during this period), as more fully described in the company's management information circular dated Aug. 21, 2025.

The arrangement resolution required approval of at least two-thirds (66-2/3rds per cent) of the votes cast by the common shareholders present in person, virtually present or represented by proxy at the meeting. The Series B preferred shareholders arrangement resolution required approval of at least two-thirds (66-2/3rds per cent) of the votes cast by the Series B preferred shareholders present in person, virtually present or represented by proxy at the meeting.

The attached table is a summary of the votes cast at the meeting (including votes by proxy and in person or virtually at the meeting) by common shareholders and Series B preferred shareholders on the arrangement resolution and the Series B preferred shareholders arrangement resolution, respectively.

The company's full report of voting results on the matters presented at the meeting can be found on SEDAR+.

Completion of the arrangement remains subject to receipt of the final order, obtaining applicable regulatory approvals and other customary closing conditions. The final order of the Ontario Superior Court of Justice (Commercial List) approving the arrangement will be sought on Sept. 26, 2025.

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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