First National Financial shareholders approve takeover

Mr. Robert Inglis reports FIRST NATIONAL ANNOUNCES SHAREHOLDER APPROVAL OF PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT First National Financial Corp. has released the voting results from its special meeting of holders of common shares of First National, held today, in connection with the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which a newly formed acquisition vehicle 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 shares, other than certain shares owned by the company's founders, Stephen Smith and Moray Tawse, for $48 per share in cash. The arrangement requires: (i) the approval of 66-2/3rds per cent of the votes cast by shareholders (including the rollover shareholders) present or represented by proxy and entitled to vote at the meeting; and (ii) the approval of a simple majority (more than 50 per cent) of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting, other than the rollover shareholders and any other person required to be excluded from such vote for the purpose of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. At the meeting, the resolution approving the arrangement was approved by: (i) 98.82 per cent of the votes cast by shareholders; and (ii) 92.32 per cent of the votes cast by minority shareholders. First National's full report of voting results can be found on SEDAR+. Remaining conditions to completion of the arrangement Completion of the transaction remains subject to the satisfaction or waiver of certain closing conditions that are set out in the arrangement agreement entered into between First National and the purchaser on July 27, 2025, including receipt of final court approval and clearance under the Competition Act (Canada). First National intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the arrangement at a hearing expected to be held on Oct. 3, 2025. Subject to obtaining the final order and the satisfaction or waiver of the remaining conditions in the arrangement agreement, the transaction is anticipated to close in the fourth quarter of 2025. About First National Financial Corp. First National Financial 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.