RF Capital Group (RCG) EGM 2025 summary

Opening remarks and agenda

• Meeting convened for Common and Series B Preferred Shareholders, held both in person and virtually.

• Shareholders encouraged to vote in advance or during the meeting, with administrative procedures outlined.

• Chair and meeting officials appointed, and notice of meeting confirmed as properly delivered.

Specific resolutions to be voted on

• Special resolutions for both Common and Series B Preferred Shareholders to approve a statutory plan of arrangement with IA Financial Corporation Inc.

• Arrangement involves acquisition of all shares for cash: $20 per Common Share, $25 per Series B Preferred Share plus accrued and unpaid dividends.

• Approval thresholds set at two-thirds of votes cast for each class of shareholders.

Discussions on mergers, acquisitions, or other significant changes

• IA Financial Corporation Inc. to acquire all issued and outstanding shares, subject to court and regulatory approvals.

• Arrangement not conditional on Series B Preferred Shareholder approval.