Mr. Paul Dubkowski reports

ANDREW PELLER ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY FAIRFAX

Andrew Peller Ltd. has entered into a definitive arrangement agreement with a newly formed and wholly owned subsidiary of Fairfax Financial Holdings Ltd., and Fairfax, as guarantor, in respect of a transaction whereby the purchaser will acquire all of the issued and outstanding Class A non-voting shares and Class B voting shares of the company (other than the rollover shares (as defined below)) for cash consideration of $8 per Class A share and $12 per Class B share. The transaction represents an aggregate fully diluted equity value of approximately $397-million and $579-million on an enterprise value basis, in each case excluding the impact of the rollover shares.

The Class A consideration represents a premium of 41 per cent and 42 per cent, respectively, to the closing price and 20-day volume-weighted average price of the Class A shares on the Toronto Stock Exchange on June 12, 2026, being the last trading date prior to the announcement of the transaction, and represents the highest closing price of the Class A shares in more than four years.

The Class B consideration represents a premium of approximately 70 per cent and 66 per cent, respectively, to the closing price and 20-day VWAP of the Class B shares on the TSX on June 12, 2026, and represents the highest closing price of the Class B shares in more than four years.

"This agreement represents a compelling outcome for our shareholders, delivering immediate value and certainty while reflecting the strength of Andrew Peller's portfolio and market position," said Paul Dubkowski, chief executive officer of Andrew Peller. "Importantly, we believe Fairfax is the right long-term partner for the company. Their investment approach, financial strength and long-term orientation provide a strong foundation to continue building our business and supporting the ongoing growth of the Canadian wine industry. With over 65 years of heritage, Andrew Peller has remained focused on quality and innovation, and we are confident that legacy will continue under Fairfax's ownership."

"We are pleased to partner with John Peller to acquire Andrew Peller Ltd., led by its chief executive officer, Paul Dubkowski. The Peller family has been a leading name in wine in Canada for generations, and we look forward to working with the entire Peller team to continue the development and success of this great Canadian company over the long term," added Prem Watsa, chairman and chief executive officer of Fairfax.

In connection with the transaction, Mr. Peller and certain affiliates have entered into an equity rollover agreement with the purchaser, pursuant to which they have agreed to exchange all 5,246,517 Class A shares and 1,994,212 Class B shares beneficially owned and controlled by the rollover shareholders for shares in the capital of the purchaser or an affiliate thereof. The rollover shares represent approximately 15 per cent of the issued and outstanding Class A shares and approximately 25 per cent of the issued and outstanding Class B shares.

Andrew Peller's board of directors has unanimously (with interested directors abstaining) recommended that holders of Class A share and Class B shares vote in favour of the arrangement (as defined below). The board's recommendation follows the unanimous recommendation of a special committee of the board, composed solely of independent directors, that was formed in connection with, among other things, the review and assessment of strategic alternatives for the company, and the determination of the special committee and the board that the arrangement is fair to the shareholders (other than the rollover shareholders) and is in the best interests of the company. The transaction is the result of a robust negotiation process with the oversight and participation of the special committee, which was advised by independent and highly qualified legal and financial advisers.

Transaction details

The transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. Completion of the transaction is subject to customary conditions, including, among others, court approval, regulatory approvals and the requisite approval of the shareholders present in person or represented by proxy at the special meeting of shareholders to be held to consider the transaction. At the meeting, the transaction requires approval by: (i) not less than 66-2/3rds per cent of the votes cast by Class A shareholders (voting together as a single class); (ii) not less than 66-2/3rds per cent of the votes cast by Class B shareholders (voting together as a single class); (iii) a majority of the votes cast by Class A shareholders (excluding the Class A shares held by rollover shareholders and any other Class A shares required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)); (iv) a majority of the votes cast by Class B shareholders (excluding the Class B shares held by rollover shareholders and any other Class B shares required to be excluded pursuant to MI 61-101). Completion of the transaction is not subject to any financing condition.

In connection with the transaction, the company's two largest shareholders, including the rollover shareholders, and other directors and senior officers of the company, collectively holding 20 per cent of the Class A shares and 75 per cent of the Class B shares, have entered into voting support agreements with the purchaser, pursuant to which they have agreed to, among other things, vote all of their shares (including any shares issued upon the exercise of any securities convertible, exercisable or exchangeable into shares) in favour of the transaction. The rollover shareholders have entered into irrevocable voting support agreements, subject to certain exceptions, representing approximately 15 per cent of the Class A shares and approximately 25 per cent of the Class B shares.

The arrangement agreement provides for customary deal protection provisions, including customary non-solicitation covenants of Andrew Peller, subject to fiduciary out rights in favour of the company and right to match provisions in favour of the purchaser. The arrangement agreement also provides for a termination fee of $12-million (equal to approximately 3 per cent of the fully diluted equity value) payable by Andrew Peller in certain circumstances, a reverse termination fee of $12-million payable by the purchaser in certain circumstances, and a capped expense reimbursement of up to $750,000 payable to the purchaser in limited circumstances. Each of Andrew Peller, the purchaser and Fairfax have made customary representations, warranties and covenants in the arrangement agreement, including covenants regarding the conduct of Andrew Peller's business prior to the closing of the transaction. Fairfax has provided a full and unconditional guarantee in favour of the company with respect to the obligations of the purchaser under the arrangement agreement. Under the arrangement agreement, Andrew Peller is permitted to pay ordinary course, quarterly dividends on Class A shares and Class B shares, consistent with past practice.

Subject to the satisfaction of all conditions to closing set out in the arrangement agreement, the transaction is expected to close during the third calendar quarter of 2026. Following completion of the transaction, it is expected that the Class A shares and the Class B shares will be delisted from the Toronto Stock Exchange and that Andrew Peller will cease to be a reporting issuer in all applicable Canadian jurisdictions.

Mr. Dubkowski will remain Andrew Peller's CEO, and Renee Cauchi will remain Andrew Peller's chief financial officer. The rest of Andrew Peller's current leadership team is also expected to continue in its current roles following completion of the transaction.

Fairness opinions and independent valuation

In connection with the company's review and assessment of strategic alternatives and its review and consideration of the transaction, the special committee engaged Canaccord Genuity Corp. as financial adviser. Additionally, in connection with the transaction, the special committee retained Origin Merchant Partners as a financial adviser and independent valuator. Origin has delivered to the special committee the results of its independent valuation prepared in accordance with MI 61-101, concluding that, as of June 14, 2026, and based upon and subject to the various assumptions, limitations and qualifications to be set out in the valuation, the fair market value of the Class A shares was between $7.21 and $10.27 per share, and the fair market value of the Class B shares was between $9.95 and $14.18 per share. In addition, both Canaccord Genuity and Origin provided opinions to the special committee that, based upon and subject to the various assumptions, limitations and qualifications, and other matters to be set forth in the respective fairness opinions, the consideration to be received by holders of Class A shareholders pursuant to the transaction is fair, from a financial point of view, to the Class A shareholders, and the consideration to be received by Class B shareholders pursuant to the transaction is fair, from a financial point of view, to the Class B shareholders (in each case, other than the rollover shareholders in respect of their rollover shares).

Unanimous approvals and recommendations

The arrangement was approved unanimously by the board (with interested directors abstaining from voting), in consultation with its financial and legal advisers, and after considering, among other things, the unanimous recommendation of the special committee. The special committee and the board determined that the arrangement is in the best interests of the company and the board is recommending that shareholders vote in favour of the arrangement at the meeting.

The conclusions and recommendations of the special committee and the board were based on a number of factors, including, among others, the following:

• Significant premium to market: Under the transaction, shareholders (other than the rollover shareholders in respect of their rollover shares) will receive $8 cash consideration per Class A share and $12 cash consideration per Class B share on closing, representing a 42-per-cent and 66-per-cent premium, respectively, to the 20-day VWAP of the Class A shares and Class B shares on the TSX as of June 12, 2026.
• Certainty of value and immediate liquidity: The cash consideration payable pursuant to the transaction provides shareholders (other than the rollover shareholders) certainty of value and immediate liquidity, enabling them to realize significant value for their interest in the company.
• Formal valuation and independent fairness opinion: The special committee and board received the valuation from Origin that, as of June 14, 2026, and based upon and subject to the assumptions, limitations and qualifications to be set forth in the valuation, the fair market value of Class A shares was in the range of $7.21 to $10.27 per share, and the fair market value of Class B shares was in the range of $9.95 to $14.18 per share. In addition, Origin provided an independent fairness opinion to the special committee that, as of June 14, 2026, and based upon and subject to the assumptions, limitations, qualifications and other matters to be set forth in Origin's fairness opinion, the consideration to be received by Class A shareholders pursuant to the transaction is fair, from a financial point of view, to the Class A shareholders, and the consideration to be received by Class B shareholders pursuant to the transaction is fair, from a financial point of view, to the Class B shareholders (in each case, other than the rollover shareholders in respect of their rollover shares).
• Additional fairness opinion: The special committee and board also received a fairness opinion from the special committee's financial adviser, Canaccord Genuity, that, as of June 14, 2026, and based upon and subject to the various assumptions, limitations, qualifications and other matters to be set forth in Canaccord Genuity's fairness opinion, the consideration to be received by Class A shareholders pursuant to the transaction is fair, from a financial point of view, to the Class A shareholders, and the consideration to be received by Class B shareholders pursuant to the transaction is fair, from a financial point of view, to the Class B shareholders (in each case, other than the rollover shareholders in respect of their rollover shares).
• Consideration to both classes of Andrew Peller shares: The transaction includes both Class A (non-voting) shares and Class B (voting) shares even though there is no legal requirement for any offer to be made for both classes of Andrew Peller shares and the purchaser could have gained effective control of Andrew Peller without making an offer to acquire any of the Class A shares. Andrew Peller does not have coattail provisions in its constating documents that would otherwise require an offer to be extended to holders of Class A shares in connection with an offer for the Class B shares. The board carefully considered the differential consideration being offered to the two classes of shares under the arrangement and determined that, notwithstanding such differential treatment, the arrangement is in the best interests of the company.
• Support from directors, officers and largest shareholders: The company's two largest shareholders, including the rollover shareholders, and other directors and senior officers, collectively holding approximately 20 per cent of the Class A shares and approximately 75 per cent of the Class B shares, have entered into the voting support agreements with the purchaser, whereby they have agreed to vote in favour of the transaction, including irrevocable voting support agreements from the rollover shareholders, subject to certain exceptions, representing approximately 15 per cent of the Class A shares and approximately 25 per cent of the Class B shares.
• Actionable and supportive alternative: Any change of control transaction effectively requires the approval of both of the company's two largest shareholders, Mr. Peller and his affiliate entities, and Peller Family Enterprises Inc. (the controlling shareholders), and this transaction has the support of both parties, with the special committee concluding that the transaction was the most favourable available transaction to Andrew Peller and to all its shareholders that the controlling shareholders would support together.
• Assessment and review of strategic alternatives: The company, with the assistance of its financial adviser, Canaccord Genuity, and under the direct supervision of the special committee, conducted a robust assessment and review of strategic alternatives available to the company, which resulted in the transaction and did not identify any alternative proposals offering superior value, liquidity, terms or certainty of completion.
• High likelihood of completion: Fairfax is a large, credible and reputable Canadian investment manager, with demonstrated creditworthiness and the ability to finance and complete 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.
• Negotiated agreement terms: The arrangement agreement is the result of a robust negotiation process that was undertaken with the oversight and participation of the special committee, which was advised by independent and highly qualified legal and financial advisers, and resulted in terms and conditions that are reasonable in the judgment of the special committee and the board in the circumstances.
• Ability to respond to superior proposal: The arrangement agreement preserves the board's ability to consider, respond to and ultimately accept an unsolicited bona fide superior proposal, subject to certain criteria, compliance with the board's fiduciary duties, a defined matching period in favour of the purchaser and customary deal protection provisions.
• Minority vote and court approval required: The transaction must be approved by not only two-thirds of the votes cast by each class of shareholders, but also by a majority of the votes cast by each class of shareholders excluding the shares held by certain of the rollover shareholders and any other shareholders required to be excluded from such vote in the context of a business combination pursuant to MI 61-101. The transaction must also be approved by the Ontario Superior Court of Justice.
• Reasonable termination and reverse termination fee: The termination fee payable by the company of $12-million, being equal to 3 per cent of equity value, is payable only in limited customary circumstances, such as where the arrangement agreement is terminated as a result of Andrew Peller accepting a superior proposal, and the company is entitled to a reverse termination fee of $12-million in certain circumstances, which the special committee and the board have been advised, and believe, are reasonable in the circumstances.
• Right of shareholders to dissent: Shareholders will be entitled to dissent with respect to the transaction and have the court determine the fair value of their shares. The purchaser is not entitled to terminate the transaction due to the exercise of dissent rights unless holders of more than 10 per cent of the Class A and Class B shares, collectively, validly exercise such rights.

A copy of the fairness opinions and the valuation, as well as additional details regarding the terms and conditions of the arrangement agreement and transaction and the rationale for the recommendations made by the special committee and the board, will be included in the management information circular to be prepared by Andrew Peller and sent to shareholders in connection with the meeting. The summaries in this press release of the arrangement agreement, the voting support agreements, the fairness opinions and the valuation are qualified in their entirety by the provisions of those agreements. Copies of the arrangement agreement and voting support agreements and, when finalized, the circular will be filed under Andrew Peller's profile on SEDAR+.

Advisers

Canaccord Genuity is acting as financial adviser to the special committee. Origin is acting as financial adviser and independent valuator to the special committee. Bennett Jones LLP is acting as independent legal adviser to the special committee and the board.

Torys LLP is acting as legal adviser to Fairfax.

Avington International Markets is acting as financial adviser to the rollover shareholders. Norton Rose Fulbright Canada LLP is acting as legal adviser to the rollover shareholders.

Loopstra Nixon LLP is acting as legal advisor to Peller Family Enterprises Inc.

About Andrew Peller Ltd.

Andrew Peller is one of Canada's leading producers and marketers of quality wines and craft beverage alcohol products. The company's award-winning premium and ultrapremium Vintners' Quality Alliance brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Black Hills Estate Winery, Tinhorn Creek Vineyards, Gray Monk Estate Winery, Raven Conspiracy and Conviction. Complementing these premium brands are a number of popularly priced varietal offerings, wine-based liqueurs, craft ciders and craft spirits. The company owns and operates 101 well-positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners and Wine Country Merchants store names. The company also operates Andrew Peller Import Agency and The Small Winemaker's Collection Inc., importers and marketing agents of premium wines from around the world. With a focus on serving the needs of all wine consumers, the company produces and markets premium personal winemaking products through its wholly owned subsidiary, Global Vintners Inc., the recognized leader in personal winemaking products.

About Fairfax Financial Holdings Ltd.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

Required early warning disclosure

As of the date hereof, John Edward Enterprises Inc. has direct ownership and control over 5,156,324 Class A shares and 1,994,122 Class B shares of the company, representing approximately 14.63 per cent of the issued and outstanding Class A shares and 24.49 per cent of the issued and outstanding Class B shares.

In addition, Mr. Peller has direct ownership and control over 90,193 Class A shares and 90 Class B shares of the company, representing approximately 0.26 per cent of the issued and outstanding Class A shares and 011 per cent of the issued and outstanding Class B shares. JEEI and Mr. Peller collectively have ownership and control of an aggregate of 5,246,517 Class A shares and 1,994,212 Class B shares of the company, representing approximately 14.89 per cent of the issued and outstanding Class A shares and 24.49 per cent of the issued and outstanding Class B shares.

Further to the requirements of National Instrument 62-103, JEEI will file an early warning report in connection with Mr. Peller's participation in the transaction as a rollover shareholder and for which he has entered into a voting support agreement pursuant to which he has agreed, subject to the terms thereof, to support and vote all of his Class A shares and Class B shares in favour of the transaction and JEEI has entered into a rollover agreement with the purchaser and one of its affiliates. A copy of JEEI's related early warning report will be filed with the applicable securities commissions and will be made available under the company's profile on SEDAR+.

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