Mr. Jean Paschini reports

ADF GROUP INC. ANNOUNCES A NORMAL COURSE ISSUER BID

ADF Group Inc. has received approval from the Toronto Stock Exchange (TSX) to proceed with a normal course issuer bid (NCIB), in accordance with the approval of the TSX.

Commencing on Dec. 16, 2024, and ending on Dec. 15, 2025, ADF will be authorized to repurchase, from time to time, a maximum of 1,770,707 subordinate voting shares, representing approximately 10 per cent of the public float as at Dec. 2, 2024. The subordinate voting shares will be repurchased for cancellation. ADF's management believes that the repurchases of subordinate voting shares that it may make from time to time in connection with this NCIB represent a desirable use of the corporation's funds, for both the corporation and its shareholders.

The average daily trading volume (ADTV) of the corporation's subordinate voting shares over the past six completed calendar months was 139,965. Accordingly, under the TSX rules, the corporation is entitled to repurchase, on any trading day, up to 34,991 subordinate voting shares. Once a week, in addition to this daily limit, the corporation may also repurchase a block of subordinate voting shares that is not directly or indirectly owned by an insider: (i) having a purchase price of $200,000 or more; (ii) of at least 5,000 shares having a purchase price of at least $50,000; or (iii) of at least 20 board lots of shares which total 150 per cent or more of the ADTV, in accordance with the TSX rules.

All repurchases of subordinate voting shares will be made at the discretion of the corporation's management on the open market through the facilities of the TSX, or by such other means as may be authorized by the applicable securities regulatory authority, including repurchases outside of the facilities of the TSX pursuant to exemption orders under applicable securities legislation or issued by securities regulatory authorities. Such repurchases and payments thereof will be made by the corporation in accordance with the TSX requirements. The price to be paid by the corporation for the subordinate voting shares it will acquire will be the market price of such securities at the time of acquisition, except for repurchases outside of the facilities of the TSX made pursuant to exemption orders under applicable securities legislation or issued by securities regulatory authorities, which may be discounted to the prevailing market price.

On June 13, 2024, ADF repurchased outside of the facilities of the TSX for cancellation 2,766,287 subordinate voting shares at a price of $17.31 per share. A favourable decision was obtained from the Autorite des marches financiers to exempt the corporation from the requirements applicable to issuer bids under applicable legislation. This decision provides that this repurchase will not be taken into account in calculating the maximum annual aggregate limit of any normal course issuer bid of subordinate voting shares in the year following such repurchase.

ADF has retained National Bank Financial Inc. as its broker in connection with the NCIB. In addition, ADF will enter into an automatic repurchase plan with its designated broker, which will allow ADF to repurchase its subordinate voting shares, subject to certain trading parameters, at times when it would ordinarily not be active in the market due to self-imposed trading blackout periods. Outside of these periods, the subordinate voting shares will be repurchased by ADF at the discretion of the management of the corporation under the NCIB.

About ADF Group Inc.

ADF Group is a North American leader in the design and engineering of connections, fabrication, including the application of industrial coatings, and installation of complex steel structures, heavy steel built-ups, as well as in miscellaneous and architectural metals for the non-residential infrastructure sector. ADF Group is one of the few players in the industry capable of handling highly technically complex megaprojects on fast-track schedules in the commercial, institutional, industrial and public sectors. The corporation operates two fabrication plants and two paint shops, in Canada and in the United States, and a construction division in the United States, which specializes in the installation of steel structures and other related products.

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