IAG M&A Announcement Report

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Quebec, July 28, 2025 News Release iA Financial Corporation to acquire RFCapital Group Inc. Strengthening iA’s position in the Canadian independent wealthmanagement space Adding more than $40B in assets under administration (AUA), and enhancing presence in the high-net-worthsegment Purchase price of $597 million includes a $370 million valuation for RF Capital's fully diluted equity and $227 million inﬁnancial obligations (revolving debt and preferred shares) Advisor retention strategy to be deployed to maintain and grow our national distribution network Expanding national footprint with RF Capital’s complementary and distinctive wealth advisory distribution model Unlocking strong synergy opportunities across technology, operations, innovation, and products Elevating value proposition and personalized ﬁnancial solutions for clients through a best-in-class advisor digitalplatform and product selection Acquisition expected to be neutral to core earnings in the ﬁrst year and to be accretive to core EPS of at least $0.15in the second year iA Financial Corporation Inc. (“iA”) (TSX: IAG) and RF Capital Group Inc. (“RF Capital”) (TSX: RCG) announced today thatthey have entered into a deﬁnitive agreement (the “Arrangement Agreement”), pursuant to which iA will acquire all of theissued and outstanding common shares of RF Capital for $20.00 per share in cash (the “Transaction”).RF Capital is a leading independent wealth management company based in Canada, operating under the RichardsonWealth brand. It is renowned for providing comprehensive, client-focused ﬁnancial advisory services tailored to the high-net worth market, with more than $40B in assets under administration.‘’This acquisition aligns with iA's unique model, the iA way – highlighting our strategic approach to sustainable growth – byexpanding our reach in target segments and enhancing our scalable distribution model,” said Denis Ricard, President andCEO of iA Financial Group. “We strongly afﬁrm our commitment to the value of advice by empowering advisors with best-in-class tools and preserving their independence so they can assist clients feel secure about their ﬁnancial future.”“The addition of RF Capital reinforces iA Wealth’s position as a leading non-bank wealth platform in Canada offeringadditional reach in the independent full-service brokerage channel. By bringing together complementary distributionmodels, this transaction propels total iA Wealth’s advisory network AUA to about $175 billion and creates scaleadvantages in pricing, distribution, digital and brand strength,” said Stephan Bourbonnais, Executive Vice-PresidentWealth Management. “This transaction creates exciting opportunities for accelerated growth and strengthens the valueproposition for both clients and advisors. We look forward to working with RF Capital to empower advisors to grow theirbusinesses and further meet the evolving needs of high-net worth Canadians.”“This milestone marks an exciting new chapter for RF Capital. By joining forces with iA, we unlock powerful opportunitiesacross technology, product innovation, and operational scale—enhancing the advisor value proposition through expandedcapabilities and support,” said Dave Kelly, President and CEO of RF Capital. “Our advisors will continue to operateindependently under the Richardson Wealth brand, backed by the ﬁnancial strength and stability of iA Financial Group,and remain fully dedicated to delivering trusted, personalized advice to their clients.”“RF Capital's board unanimously recommends this transaction, which brings excellent value to all stakeholders andprovides a great home for our advisors, employees and clients to continue thriving,” said Don Wright, Chair of the RFCapital Board of Directors. “We encourage RF Capital shareholders to support the transaction.”"We fully support the board's decision to accept iA's offer as being the best path forward to unlocking value for allstakeholders. This is an important decision for us given our support of the ﬁrm for over 20 years,” said Sandy Riley,President and CEO of Richardson Financial Group Limited. “We recognize that the best way to position RichardsonWealth for future success is by joining a strong, independent organization with the ﬁnancial strength and scale to drivegrowth and a comprehensive range of products to enhance offerings for both advisors and clients.”Unlocking meaningful synergy opportunitiesThe Transaction is expected to generate meaningful synergies while allowing RF Capital and its advisors to maintainoperational independence and brand identity. Integration will be focused on areas of scalability, driving value across bothorganizations without disrupting front-line operations, such as:Cost synergiesThird-party provider consolidation streamlining procurement and shared services Corporate function integration driving better operational alignment, increased ﬂexibility, improved administrativeefﬁciency and synergies from no longer operating as a standalone public company Technology, artiﬁcial intelligence capabilities and digital platform alignment boosting scalability, innovation, andimproving advisor and client experiences 1,2 3 4 5 6 2 1 7 8 2025-07-28 14:02 iA Financial Corporation to acquire RF Capital Group Inc. https://ia.ca/newsroom/2025/july/iafg-to-acquire-rf-capital-group-inc 1/5

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Revenue synergiesThree complementary business models enhancing appeal to potential recruits and accelerating advisory networkgrowth Combined open-architecture platforms creating synergies across wealth management, capital markets, insurance,and advisory services Geographic growth strategy, creating synergies through additional complementary regional ofﬁce networksTransaction ﬁnancial highlightsPurchase price of $597 million includes a $370 million valuation for RF Capital Capital's fully diluted equity and $227million in ﬁnancial obligations (revolving debt and preferred shares) Retention advisor strategy to be deployed to maintain and grow our national distribution network Purchase price will be funded by iA existing cash on hand and is expected to reduce iA’s solvency ratio by about 6percentage points and to reduce the capital available for deployment by about $0.6 billion Acquisition expected to be neutral to core earnings in the ﬁrst year and to be accretive to core EPS of at least $0.15 inthe second year Transaction and integration costs are expected to amount to approximately $60 million before tax and to be incurredover the ﬁrst three years, mostly in the ﬁrst year Transaction supports iA’s core return on common shareholders' equity ﬁnancial target of 17%+ in 2027 Purchase price represents a multiple of 6.7x the last 12 months fully synergized EBITDA ended March 31, 2025 Purchase price represents 1.5% of RF Capital AUA as at June 30, 2025 Transaction structure highlightsConsideration of $20.00 per issued and outstanding common share of RF Capital, payable entirely in cash,representing a premium of approximately 107% to the closing price of RF Capital’s common shares on the TorontoStock Exchange (the “TSX”) on July 25, 2025 of $9.65 per common share and approximately 102% to the 30-dayvolume weighted average share price on the TSX for the period ending on July 25, 2025 of $9.93 per common share Pursuant to the Arrangement Agreement, iA will also acquire all of the issued and outstanding Cumulative 5-Year RateReset Preferred Shares, Series B of RF Capital (the “Series B Preferred Shares”) for $25.00 per share in cash,representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July25, 2025 of 63% (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, acash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable inrespect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series BPreferred Shares had remained outstanding during this period)) RF Capital shareholders will receive their consideration entirely in cash, which provides certainty of value andimmediate liquidity The board of directors of RF Capital (the “Board of Directors”), after receiving the unanimous recommendation from itsspecial committee of independent directors (the “Special Committee”) unanimously recommends that RF Capital’scommon shareholders and Series B preferred shareholders vote in favour of the Transaction Richardson Financial Group Limited, which owns approximately 44.32% of the common shares of RF Capital, and eachof the directors and senior ofﬁcers of RF Capital (collectively, the “Supporting Shareholders”) have entered into supportand voting agreements pursuant to which they have all agreed to, among other things, vote all of their shares in favourof the Transaction CIBC Capital Markets (“CIBC”) and Cormark Securities Inc. (“Cormark”) have each provided the Special Committeeand the Board of Directors with their verbal opinion that, as of July 27, 2025, subject to the assumptions, limitations andqualiﬁcations set out in their respective opinions, the consideration to be received by RF Capital’s commonshareholders and Series B preferred shareholders is fair, from a ﬁnancial point of view, to such holders Closing of the Transaction is expected to occur during Q4 2025, subject to the receipt of the required approvals fromRF Capital’s common shareholders and certain regulatory approvals, as well as the satisfaction of other customaryclosing conditions Special Committee and Board of Directors’ RecommendationsThe Transaction was the result of a comprehensive negotiation process between RF Capital and iA that was undertakenwith the supervision and involvement of RF Capital’s Special Committee comprised solely of independent directors.The Special Committee, after receiving the fairness opinions of CIBC and Cormark, as well as legal and ﬁnancial advice,and upon the consideration of a number of other factors, has unanimously recommended that the Board of Directorsapprove the Transaction and recommend to RF Capital’s common shareholders and Series B preferred shareholders tovote in favour of the Transaction at the meeting of shareholders to be called by RF Capital to approve the Transaction (the“Meeting”).The Board of Directors has also evaluated the Transaction with RF Capital’s management and its legal and ﬁnancialadvisors and after receiving the fairness opinions, the unanimous recommendation from the Special Committee and legaland ﬁnancial advice, has unanimously determined that the Transaction is in the best interests of RF Capital and is fair toits shareholders. The Board of Directors, after receiving the fairness opinions and upon the unanimous recommendation ofthe Special Committee, in consultation with its ﬁnancial and legal advisors, and following the consideration of a number offactors, also recommends unanimously that RF Capital’s common shareholders and Series B preferred shareholders votein favour of the Transaction at the Meeting.Fairness Opinions 9 10 11 12 13 14 15 2025-07-28 14:02 iA Financial Corporation to acquire RF Capital Group Inc. https://ia.ca/newsroom/2025/july/iafg-to-acquire-rf-capital-group-inc 2/5

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In connection with their review and consideration of the Transaction, RF Capital engaged CIBC as its exclusive ﬁnancialadvisor. The Special Committee retained Cormark to provide a fairness opinion to the Special Committee, and, at therequest of the Special Committee, to the Board of Directors. CIBC and Cormark each provided a verbal opinion to theBoard of Directors and the Special Committee that, as at July 27, 2025, subject to the assumptions, limitations andqualiﬁcations set out in their respective opinions, the consideration to be received by RF Capital’s common shareholdersand Series B preferred shareholders is fair from a ﬁnancial point of view to such shareholders.Each fairness opinion provided to the Special Committee and the Board of Directors will be included in the managementinformation circular (the “Circular”) to be mailed to RF Capital’s securityholders in connection with the Meeting and to beﬁled by RF Capital under its proﬁle on SEDAR+ at www.sedarplus and to be made available on RF Capital’s websiteat www.richardsonwealth.com/investor-relations/.Additional Transaction DetailsThe Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Ontario) andis subject to approval by certain regulatory bodies and court approval, after considering the procedural and substantivefairness of the Transaction. The Transaction is not subject to any ﬁnancing condition.The Transaction is subject to the approval by at least two-thirds of the votes cast by common shareholders voting inperson or by proxy at the Meeting. The acquisition of the Series B Preferred Shares is conditional upon the approval of atleast two-thirds of the votes cast by Series B preferred shareholders voting in person or by proxy at the Meeting. However,completion of the Transaction is not conditional upon the approval of the Series B preferred shareholders. If the requisiteapproval from the Series B preferred shareholders is not obtained, such Series B Preferred Shares will remain outstandingin accordance with their terms. Further details regarding the applicable voting requirements will be contained in theCircular.The Arrangement Agreement contains customary non-solicitation covenants on the part of RF Capital, subject tocustomary “ﬁduciary out” provisions, as well as “right to match” provisions in favour of iA. A termination fee of $14.8 millionwould be payable by RF Capital to iA in certain circumstances, including in the context of a superior proposal supported byRF Capital.In connection with the Transaction, the Supporting Shareholders have agreed to support and vote all of their shares infavour of the Transaction, subject to customary exceptions.Upon the completion of the Transaction, RF Capital intends to cause its common shares, and to the extent the Transactionis approved by the Series B preferred shareholders, the Series B Preferred Shares, to be delisted from the TSX. If theTransaction is approved by the Series B preferred shareholders, following closing, iA intends to cause RF Capital to submitan application to cease to be a reporting issuer under applicable Canadian securities laws.Additional information regarding the terms and conditions of the Transaction, the rationale for the recommendations madeby the Board of Directors and the Special Committee, the fairness opinions, the applicable voting requirements for theTransaction, and how shareholders can participate in and vote at the Meeting, will be set out in the Circular. RF Capitalintends to mail the Circular in the coming weeks and to hold the Meeting no later than September 22, 2025. Copies of theArrangement Agreement, the support and voting agreements, the Circular and proxy materials in respect of the Meetingwill be available under RF Capital’s proﬁle on SEDAR+ at www.sedarplus.ca.AdvisorsCIBC Capital Markets is acting as exclusive ﬁnancial advisor and Goodmans LLP is acting as legal counsel to RF Capital.Cormark Securities Inc. is providing a fairness opinion to the Special Committee and the Board of Directors of RF Capital.Stikeman Elliott LLP is acting as legal counsel Richardson Financial Group Limited.National Bank Financial Inc. is acting as ﬁnancial advisor and McCarthy Tétrault LLP is acting as legal counsel to iA.Conference call detailsiA Financial Group will host a conference call with investors and analysts on July 28, 2025 at 8:00 a.m. (ET). This call willtake place ahead of iA’s second quarter earnings results call, which is scheduled for August 6, 2025.Live Webcast: Click here or go to the iA Financial Group website, at ia.ca/about-us, in the Investor Relations sectionunder the Events and Presentations tab. By phone: Click here register and receive a dial-in number to connect instantly to the conference call. You can alsodial 1-833-752-4844 (toll-free in North America) or 1-647-849-3374 (International) ﬁfteen minutes before the conferencecall is scheduled to take place and an operator will connect you. Listen to the replay: A replay of the conference call will be available starting at 2:30 p.m. on Monday, July 28, 2025,until 11:00 p.m. on Monday, September 8, 2025. To listen to the replay, call 1 855-669-9658 (toll-free in North America)or 1-412-317-0088 (International) and enter the access code 4833450. About iA Financial GroupiA Financial Group is one of the largest insurance and wealth management groups in Canada, with operations in theUnited States. Founded in 1892, it is an important Canadian public company and is listed on the Toronto Stock Exchangeunder the ticker symbol IAG (common shares).About RF Capital GroupRF Capital is a TSX-listed (TSX: RCG) wealth management-focused company. Operating under the Richardson Wealthbrand, the Company is one of the largest independent wealth management ﬁrms in Canada with $40.3 billion in assetsunder administration (as of June 30, 2025) and 23 ofﬁces across the country. The ﬁrm’s Advisor teams are focusedexclusively on providing strategic wealth advice and innovative investment solutions customized for high net worth or ultra-high net worth families and entrepreneurs. The Company is committed to maintaining exceptional ﬁduciary standards andhas earned certiﬁcation – determined annually – from the Centre for Fiduciary Excellence for its Separately Managed andPortfolio Management Account platforms. For the seventh year, Richardson Wealth has been certiﬁed as a “great place towork” by Great Place to Work®, a global authority on workplace culture.Forward-looking StatementsThis press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-lookinginformation") within the meaning of applicable securities laws. In some cases, forward-looking information can be identiﬁed 2025-07-28 14:02 iA Financial Corporation to acquire RF Capital Group Inc. https://ia.ca/newsroom/2025/july/iafg-to-acquire-rf-capital-group-inc 3/5

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by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists","budget", "scheduled", "estimates", "outlook", "forecasts", "projects", "projection", "prospects", "strategy", "intends","anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results"may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms andsimilar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizationsof future events or circumstances contain forward-looking information.Speciﬁcally, statements regarding the anticipated beneﬁts of the Transaction for RF Capital and iA (including with respectto the impact of the Transaction on iA’s ﬁnancial performance, including more speciﬁcally on iA’s AUA and AUM, coreearnings, core earnings per share, core return on common shareholders’ equity and solvency ratio; the effect of theTransaction on iA’s strategy and operations, including accelerating growth across all business lines, expanded product andservice offerings, revenue opportunities, beneﬁts of scale, ofﬁce network and the combined entity’s increased competitivestrength within the wealth management space; the beneﬁts of the Transaction for RF Capital’s common shareholders,preferred shareholders and other stakeholders; the plans, objectives, expectations and intentions of RF Capital or iA; theanticipated synergies to be realized in connection with the Transaction; statements regarding the timing and receipt ofshareholder, court and regulatory approvals in respect of the Transaction; the anticipated timing of the Meeting and mailingof securityholder materials; the satisfaction of the conditions precedent to the Transaction; the proposed timing andcompletion of the Transaction; the closing of the Transaction; the delisting of the common shares and to the extent theTransaction is approved by the Series B preferred shareholders, the Series B Preferred Shares from the TSX and RFCapital ceasing to be a reporting issuer under Canadian securities laws; and other statements that are not statements ofhistorical facts are all considered to be forward-looking information.Statements containing forward-looking information are not historical facts but instead represent RF Capital and iAmanagement's expectations, estimates and projections regarding future events or circumstances. This forward-lookinginformation is based on management’s opinions, estimates and assumptions that, while considered by RF Capital and iAto be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks,uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to bematerially different from those expressed or implied by such forward-looking information, including but not limited to: therisk that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated; thatthe Transaction may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, requiredshareholder, court and regulatory approvals and other conditions to the closing of the Transaction or for other reasons; therisk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete theTransaction, for any reason, could have on the price of the common shares of RF Capital, the Series B Preferred Shares,iA’s securities or on the business of RF Capital or iA; the possibility of adverse reactions or changes in businessrelationships resulting from the announcement or completion of the Transaction; risks relating to RF Capital’s and iA’sabilities to retain and attract key personnel, employees and advisors in connection with the Transaction; the possibility oflitigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relatingspeciﬁcally to the Transaction, including changes in economic conditions, interest rates or tax rates; management’sestimates and expectations in relation to future economic and business conditions and other factors in relation to theTransaction and resulting impact on growth and various ﬁnancial metrics; iA’s ability to retain and attract new business,achieve synergies and maintain market position arising from successful integration plans relating to the Transaction; iA’sability to otherwise complete the integration of RF Capital within anticipated time periods and at expected cost levels; therealization of the expected strategic, ﬁnancial and other beneﬁts of the Transaction in the timeframe anticipated; theaccuracy and completeness of public and other disclosure (including ﬁnancial disclosure) of RF Capital; the absence ofsigniﬁcant undisclosed costs or liabilities associated with the Transaction; and those other risks discussed in greater detailunder the "Risk Factors" section of RF Capital’s Annual Information Form and iA’s Annual Information Form which areavailable under their respective proﬁles on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize,or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results orfuture events might vary materially from those anticipated in the forward-looking information. Although management of RFCapital and iA have attempted to identify important risk factors that could cause actual results to differ materially fromthose contained in forward-looking information, there may be other risk factors not presently known to them or that theypresently believe are not material that could also cause actual results or future events to differ materially from thoseexpressed in such forward-looking information.There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results maydiffer materially from those expressed in forward-looking statements included herein. Readers, therefore, should not placeundue reliance on any such forward-looking statements. Further, any forward-looking statements included herein aremade as of the date of this news release and, except as expressly required by applicable law, neither RF Capital nor iAassume any obligation to publicly update or revise any forward-looking statement, whether as a result of new information,future events or otherwise. All of the forward-looking information contained in this press release is expressly qualiﬁed bythe foregoing cautionary statements.Non-IFRS and Additional Financial MeasuresiA reports its ﬁnancial results and statements in accordance with IFRS® Accounting Standards. iA also publishes certainﬁnancial measures or ratios that are not presented in accordance with IFRS. iA uses non-IFRS and other ﬁnancialmeasures when evaluating its results and measuring its performance. iA believes that such measures provide additionalinformation to better understand its ﬁnancial results and assess its growth and earnings potential, and that they facilitatecomparison of the quarterly and full year results of iA’s ongoing operations. Since such non-IFRS and other ﬁnancialmeasures do not have standardized deﬁnitions and meaning, they may differ from similar measures used by otherinstitutions and should not be viewed as an alternative to measures of ﬁnancial performance, ﬁnancial position or cashﬂow determined in accordance with IFRS. iA strongly encourages investors to review its ﬁnancial statements and otherpublicly ﬁled reports in their entirety and not to rely on any single ﬁnancial measure.Non-IFRS ﬁnancial measures include core earnings (losses). 2025-07-28 14:02 iA Financial Corporation to acquire RF Capital Group Inc. https://ia.ca/newsroom/2025/july/iafg-to-acquire-rf-capital-group-inc 4/5

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Non-IFRS ratios include core earnings per common share (core EPS) and core return on common shareholders’ equity(core ROE).Supplementary ﬁnancial measures include assets under management and assets under administration.For relevant information about non-IFRS measures, including a reconciliation of non-IFRS ﬁnancial measures to the mostdirectly comparable IFRS measure used in this document, see the “Non-IFRS and Additional Financial Measures” sectionin the Management’s Discussion and Analysis (MD&A) for the period ending March 31, 2025, which is hereby incorporatedby reference and is available for review on SEDAR+ at sedarplus.ca or on iA’s website at ia.ca.This press release also refers to certain non-Generally Accepted Accounting Principles (GAAP) and supplementaryﬁnancial measures in respect of RF Capital, including EBITDA and AUA, which RF Capital believes are useful in assessingits ﬁnancial performance. Readers are cautioned that these measures do not have any standard meaning prescribed byGAAP under IFRS and are, therefore, unlikely to be comparable to similar measures presented by other issuers. Forfurther information related to adjusted results and a reconciliation to their nearest IFRS measures, please read the “Non-GAAP and Supplementary Financial Measures” section in RF Capital’s Management’s Discussion and Analysis (MD&A)for the period ending on March 31, 2025 which is available for review on SEDAR+ at www.sedarplus.ca or on RF Capital’swebsite at richardsonwealth.com. 2025-07-28 14:02 iA Financial Corporation to acquire RF Capital Group Inc. https://ia.ca/newsroom/2025/july/iafg-to-acquire-rf-capital-group-inc 5/5

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