Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that holders of Class A Shares of Andrew Peller Limited vote FOR the special resolution approving the previously announced plan of arrangement with Fairfax Financial Holdings Limited. This recommendation provides critical validation for the transaction, which offers shareholders immediate liquidity and a meaningful premium over current market values. The Arrangement Resolution will be considered for approval at the special meeting of shareholders scheduled for August 11, 2026.

The proxy advisor concluded that the transaction delivers certainty of value and immediate liquidity to investors. ISS noted that given Andrew Peller’s ownership structure, the absence of applicable coattail provisions, and the limited universe of potential acquirors, the Special Committee facilitated a reasonable degree of price discovery. The firm emphasized that its voting recommendations are relied upon by many institutional investors in making their voting decisions.

Under the terms of the Arrangement, shareholders will receive specific cash considerations based on their share class. The financial details of the offer are outlined below:

Bruce McDonald, Chair of the Board of Directors and Co-Chair of the Special Committee, stated that the company is pleased with the ISS recommendation. He noted that this endorsement validates the extensive review process undertaken by the Special Committee and the conclusions reached regarding the best path forward for shareholders. The Board of Directors, acting on the unanimous recommendation of the Special Committee and after receiving advice from financial and legal advisors, unanimously approved the Arrangement with interested directors abstaining. The Board continues to recommend that shareholders vote FOR the Arrangement Resolution.

Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on August 7, 2026. The special meeting will be held virtually on August 11, 2026, at 10:00 a.m. (Toronto time). Participants can access the meeting via the provided virtual link. For assistance with voting, proxy forms, or share delivery to Computershare Investor Services Inc., shareholders may contact the proxy solicitation agent, Sodali & Co., at 1-833-711-5524 or via email at assistance@investor.sodali.com . Management information circulars and related materials are available on SEDAR+ and at ir.andrewpeller.com.

Andrew Peller Limited is proceeding with a plan of arrangement to be acquired by Fairfax Financial Holdings Limited, which will take the company private. The transaction, approved by the board of directors, offers shareholders cash consideration of $8.00 per Class A Share and $12.00 per Class B Share. The Ontario Superior Court of Justice (Commercial List) granted an interim order on July 9, 2026, facilitating the process.

Transaction Details

The purchaser, 18013632 Canada Inc., is a newly-formed and wholly-owned subsidiary of Fairfax. The arrangement requires the acquisition of all issued and outstanding Class A and Class B Shares, excluding those held by John Peller and certain affiliates, referred to as Rollover Shareholders. The completion of the arrangement is contingent upon shareholder approval, a final court order, and regulatory clearances.

Shareholder Voting Requirements

Approval of the Arrangement Resolution requires a two-thirds majority vote from both Class A and Class B Shareholders voting together as a single class. Additionally, a simple majority of the votes cast by holders of each class, excluding Rollover Shareholders and those required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, is necessary. The special committee of independent directors unanimously recommends that shareholders vote in favor of the resolution.

Meeting and Proxy Information

The special meeting will be held virtually on August 11, 2026, at 10:00 a.m. (Toronto time). Shareholders of record as of July 6, 2026, are eligible to vote. The board encourages shareholders to vote before the proxy cut-off time of 10:00 a.m. (Toronto time) on August 7, 2026. Meeting materials, including the management information circular, are available on SEDAR+ and the company’s investor relations website.

Computershare Investor Services Inc. is acting as the depositary for the arrangement. Shareholders seeking assistance with voting or delivering shares can contact the proxy solicitation agent, Sodali & Co.