Mr. Doug Emsley reports

SSC SECURITY SERVICES ANNOUNCES FILING AND MAILING OF MEETING MATERIALS TO APPROVE ARRANGEMENT AGREEMENT WITH UNIVERSAL PROTECTION SERVICE, LP

SSC Security Services Corp. has filed the notice of special meeting, management information circular and related materials in connection with the special meeting of shareholders of the company.

At the meeting, shareholders will be asked to consider and approve a special resolution approving the proposed plan of arrangement involving the company and Universal Protection Service LP (operating as Allied Universal), pursuant to which Allied Universal will acquire all of the issued and outstanding common shares of SSC. For additional information, please refer to the joint news release of the company and Allied Universal announcing the arrangement dated May 26, 2026.

On June 12, 2026, the company obtained an interim order from the Court of King's Bench for Saskatchewan authorizing various procedural matters, including the holding of the meeting and the mailing of the meeting materials, a copy of which is included as Appendix D to the circular. The hearing date of the application for the final order of the court approving the arrangement is scheduled for July 27, 2026, at 10 a.m. Regina time. A copy of the originating application for the final order is included as Appendix F to the circular.

SSC has arranged for the distribution of the meeting materials to the shareholders, and the meeting materials are available on the company's transfer agent's website and under the company's profile on SEDAR+. Shareholders are encouraged to read the meeting materials for additional information regarding the meeting and the arrangement.

Meeting details

The meeting will be held in person at Suite 800, 1801 Hamilton St., Regina, Sask., on July 22, 2026, at 10 a.m. Regina time.

Reasons to vote for the arrangement resolution

The board of directors of SSC (subject to abstentions where legally required) unanimously recommends that shareholders vote for the arrangement resolution. Some of the key factors and reasons considered by the board include:

• Meaningful premium to market: Under the arrangement agreement, SSC shareholders will receive all-cash consideration of $4.4075 per share, representing a 119-per-cent premium to the closing share price on May 25, 2026, and an 86-per-cent premium to the volume-weighted average share price over the last full year of trading.
• Certainty of value and immediate liquidity: The consideration paid on closing of the transaction provides certainty of value and immediate liquidity, which enables SSC shareholders to realize significant value for their interest in the company. The purchase price proceeds received by SSC and Logixx Security Inc. from the management buyout (MBO) are factored into the consideration payable to SSC shareholders under the arrangement such that SSC shareholders will indirectly receive their pro rata share of the MBO purchase price.
• Support from SSC shareholders: The directors and senior officers of the company have entered into voting support agreements with Allied Universal pursuant to which, among other things, they have agreed to vote all SSC shares owned or controlled by them in favour of the arrangement, representing approximately 34.4 per cent of the outstanding SSC shares.
• Fairness opinion: Receipt of the fairness opinion from Sequeira Partners, which concluded that, based upon and subject to the various assumptions, limitations, qualifications and other matters set forth in its opinion, the consideration to be received by SSC shareholders pursuant to the transaction is fair, from a financial point of view, to the SSC shareholders.
• High likelihood of completion: Allied Universal is a large, credible and reputable industry participant, with demonstrated creditworthiness and successfully completed transactions. The transaction is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the special committee and board believe are reasonable in the circumstances.

Vote today

The proxy voting deadline is 10 a.m. Toronto time on July 20, 2026. Shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure their votes are submitted in a timely manner. Voting is easy. Shareholders may vote on-line, by mail, by telephone or by any other methods provided in the form or proxy or voting instruction which form part of the meeting materials.

How to vote

Only registered shareholders as at the record date or duly appointed proxyholders are permitted to vote at the meeting. Only shareholders of record on June 15, 2026, can vote at the SSC meeting. Shareholders who are unable to attend the meeting are requested to complete, sign, date and return the enclosed proxy.

Non-registered shareholders who receive materials, either directly from the company's transfer agent and registrar, TSX Trust Company, or through their brokers or other intermediaries, are requested to follow the instructions for voting provided, which may include the completion and delivery of a voting instruction form or a form of proxy. Please see the "How to Vote" section of the circular for more information. To be used at the meeting, the completed proxy form must be deposited at the office of the transfer agent.

To vote by Internet: Please go to the Vote Proxy Online website and enter the 12-digit control number provided on the form of proxy.  

To vote by facsimile:  Please send the form of proxy to 416-595-9593.

To vote by mail:  Please send the form of proxy to TSX Trust Company, attention: Proxy Department, Suite 301, 100 Adelaide St. West, Toronto, Ont., M5H 4H1

About SSC Security Services Corp.

SSC Security Services is Canada's largest publicly traded security company. SSC acts as a public holding company investing in physical, electronic and cyber security businesses. The company has one wholly owned operating subsidiary: Logixx Security Inc., which provides physical, electronic and cyber security services to primarily commercial, industrial and public-sector clients. The company's clients include federal and provincial governments, Crown corporations, and many high-profile corporate and public-sector clients such as hospitals, airports, utility companies and police forces.

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