FIRST NATIONAL ANNOUNCES SHAREHOLDER APPROVAL OF PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT

Executive Summary

• Shareholders approved First National’s previously announced plan of arrangement to sell all outstanding shares (except founder rollover shares) to a private‑equity‑backed acquisition vehicle at $48.00 per share.
• The resolution received 98.82% approval from all shareholders and 92.32% approval from minority shareholders, surpassing the required thresholds.
• Completion of the transaction is expected in Q4 2025, subject to court approval and other closing conditions.

Key Details

• Transaction Structure: Sale of 100% of First National’s common shares (excluding founder rollover shares) to a newly‑formed Purchaser controlled by Birch Hill Equity Partners Management Inc. and Brookfield Asset Management.
• Purchase Price: $48.00 cash per share.
• Shareholder Approval Thresholds Met:
• 66⅔% of total votes cast – achieved 98.82%.
• Simple majority of non‑rollover votes – achieved 92.32%.
• Closing Conditions: Subject to final order from the Ontario Superior Court (hearing expected Oct 3 2025) and clearance under Canada’s Competition Act, among other customary conditions.
• Anticipated Closing: Expected in the fourth quarter of 2025, pending satisfaction or waiver of remaining conditions.
• Rollover Shareholders: Founders Stephen Smith and Moray Tawse (and affiliates) retain their shares; they are excluded from the approval vote.
• Reporting: Full voting results filed on SEDAR+ (www.sedarplus.ca).

Notable Quotes

(No direct quotes were provided in the release.)