First National takeover receives no-action letter

Mr. Robert Inglis reports FIRST NATIONAL RECEIVES NO-ACTION LETTER UNDER THE COMPETITION ACT FOR PLAN OF ARRANGEMENT The Commissioner of Competition has issued a no-action letter in respect of First National Financial Corp.'s previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which a newly formed acquisition vehicle (the purchaser) controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. and private equity funds managed by Brookfield Asset Management will acquire all of the outstanding common shares of First National, other than certain shares owned by the company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates), for $48 per share in cash. The receipt of the no-action letter satisfies the Competition Act approval condition to closing the arrangement as set out in the arrangement agreement entered into between the company and the purchaser on July 27, 2025. All conditions to closing (except those that are only capable of being satisfied on closing) have been satisfied, and the arrangement is expected to be completed in October, 2025. If the arrangement closes when expected, holders of shares will not be entitled to receive the October monthly dividend. As previously announced, on closing of the arrangement, the 2.961 per cent Series 3 senior unsecured notes due Nov. 17, 2025, the 7.293 per cent Series 4 senior unsecured notes due Sept. 8, 2026, and the 6.261 per cent Series 5 senior unsecured notes due Nov. 1, 2027, will be redeemed. Each holder of company notes will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's company notes. Holders who hold company notes through a broker, investment dealer, bank, trust company or other intermediary will receive payment through their intermediary and should contact their intermediary with any questions. About First National Financial Corp. First National is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single family and multiunit) and commercial mortgages. With almost $160-billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. We seek Safe Harbor.