AGF Management Limited - Normal Course Issuer Bid

Executive Summary

• The Toronto Stock Exchange approved AG & F Management Ltd.’s notice to renew its normal‑course issuer bid (NCIB) for up to 4,693,830 Class B Non‑Voting Shares (≈10% of the public float).
• Purchases may commence on February 10, 2026 and run through February 9, 2027, with a price cap of 15 % above the ten‑day weighted average trading price.
• AG & F will implement an automatic purchase plan with a broker; shares bought will be cancelled or held in the Employee Benefit Trust to offset dilution from stock options and dividend reinvestment plans.

Key Details

• Shares Outstanding (as of Jan 26, 2026): 64,472,533 Class B Non‑Voting Shares.
• Public Float: 46,938,306 Class B Non‑Voting Shares.
• Authorized Repurchase Amount: Up to 4,693,830 shares (≈10 % of public float).
• Purchase Window: Feb 10, 2026 – Feb 9, 2027.
• Price Limitation: Purchase price may not exceed 115 % of the ten‑day weighted average price preceding each purchase day.
• Automatic Purchase Plan (the “Plan”): Effective Feb 10, 2026; terminates with the NCIB expiration.
• Trading Venues Allowed: TSX, alternative Canadian trading systems, or other exchanges permitted by regulators.
• ADTV (six‑month ending Jan 31, 2026): 107,502 shares; maximum same‑day repurchase on TSX is 25 % of ADTV = 26,875 shares (subject to block purchase exemption).
• Use of Repurchased Shares: Cancelled or held in the AGF Employee Benefit Trust for settlement of equity‑settled incentive plans; also used to offset dilution from treasury stock released for employee benefit trust and from stock option/dividend reinvestment issuances.
• Prior NCIB (expires Feb 9, 2026): Approved purchase of 4,750,792 shares; actual acquisitions from Feb 10, 2025 – Feb 4, 2026 totaled 2,757,313 shares at a weighted‑average price of $13.30 per share.
• Treasury Stock Included in Prior Repurchases: 403,336 shares.

Notable Quotes

(No direct quotes were provided in the release.)