Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Laurentian Bank's Shareholders Vote FOR the Transaction Resolution in Connection with the Acquisition of Laurentian Bank by Fairstone Bank

Executive Summary

• Independent proxy advisors ISS and Glass Lewis recommend Laurentian Bank shareholders vote FOR the special resolution approving Fairstone Bank’s acquisition of all outstanding shares at $40.50 per share.
• The acquisition is part of a broader set of transactions that also include National Bank of Canada’s purchase of Laurentian’s retail/SME assets.
• Both advisors cite a meaningful premium to the unaffected share price, certainty of cash consideration, and lack of competing offers as reasons for their support.

Key Details

• Acquisition Price: $40.50 per common share, paid in cash.
• Acquirer: Fairstone Bank of Canada (alternative lender and Schedule I bank).
• Related Transaction: National Bank of Canada’s definitive agreement to acquire selected retail and SME assets and assume related liabilities (the “Retail/SME Transaction”).
• Transaction Structure:
• After closing the Retail/SME Transaction, Fairstone will acquire 100% of Laurentian’s issued and outstanding common shares.
• Proxy Advisory Recommendations:
• ISS: Highlights premium to unaffected share price, market check in 2023 showed no better offers, positive market reaction, and credible valuation.
• Glass Lewis: Emphasizes certainty of value, strategic review outcome, independent special committee oversight, and fairness opinions from financial advisors.
• Board Position: Laurentian’s Board unanimously recommends shareholders vote FOR the Transaction Resolution, citing best‑interest determination after legal and financial advice.
• Shareholder Meeting Details:
• Date & Time: February 5, 2026 at 9:30 a.m. ET (virtual webcast and in‑person).
• Voting Eligibility: Shareholders of record as of close of business on December 23, 2025.
• Proxy Solicitation Agent: Laurel Hill Advisory Group – contact numbers and email provided for voting assistance.

Notable Quotes

“The cash consideration represents a meaningful premium to the unaffected share price, providing shareholders with immediate value and certainty.” – ISS recommendation statement

“The Transactions provide shareholders with certainty of value… represent the best available alternative for shareholders.” – Glass Lewis recommendation statement