An anonymous director reports

LAURENTIAN BANK ANNOUNCES FILING OF CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS

Laurentian Bank of Canada has filed its management proxy circular and related materials in connection with its upcoming special meeting of holders of common shares to approve the acquisition transaction. The circular is available on Laurentian Bank's profile on SEDAR+ and on Laurentian Bank's website.

• The board of directors of Laurentian Bank unanimously recommends that shareholders vote in favour of the transaction resolution by voting for.
• Your vote is important no matter how many shares you own.
• Shareholders who have questions or need assistance with voting their shares should contact Laurentian Bank's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free calls in North America), 1-416-304-2011 (collect calls outside North America), by texting info at 1-877-452-7184 or 416-304-0211, or by e-mail at assistance@laurelhill.com.

Details of the meeting

The meeting is scheduled to be held on Feb. 5, 2026, at 9:30 a.m. Eastern Time virtually via live webcast on-line and in-person at LUMI, 1250 Rene-Levesque Blvd. West, suite 3610, Montreal, Que., H3B 4W8. Shareholders of record as of the close of business on Dec. 23, 2025, are entitled to receive notice of and to vote their common shares of Laurentian Bank at the meeting. Details of the meeting and how shareholders or their duly appointed proxyholders can attend and vote at the meeting are set out in the circular. Shareholders are encouraged to vote well in advance of the meeting.

The transactions

As previously announced on Dec. 2, 2025, National Bank of Canada (directly or through one or more affiliates) has entered into a definitive agreement to acquire certain assets and assume certain liabilities related to Laurentian Bank's retail and SME (small and medium-size enterprises) banking sectors.

In parallel, Fairstone Bank of Canada, Canada's leading alternative lender and a Schedule I bank, has entered into a definitive agreement to acquire all of the issued and outstanding common shares. Under the terms of the transaction agreement, immediately following the closing of the retail/SME transaction, Fairstone Bank will acquire all of the issued and outstanding common shares at a price per share of $40.50, in cash, representing a premium of approximately 20 per cent over the closing price of the common shares of $33.76 on the Toronto Stock Exchange on Dec. 1, 2025, the last trading day prior to the announcement of the acquisition transaction, and a premium of approximately 22 per cent over the 20-day volume-weighted average trading price of the common shares for the period ended on Dec. 1, 2025. The total cash consideration payable under the acquisition transaction is approximately $1.9-billion.

Laurentian Bank's board of directors, having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a special committee of independent directors of Laurentian Bank (as described in the circular), and after receiving outside legal and financial advice, unanimously determined that the transactions are in the best interests of Laurentian Bank and that the acquisition transaction is fair to the shareholders. After careful consideration of the transactions, the board has unanimously approved the transactions and unanimously recommends that shareholders vote in favour of the acquisition transaction by voting for the resolution relating to the acquisition transaction.

Reasons for the recommendation

The following is a summary of the principal reasons for the unanimous recommendation of the special committee in favour of the acquisition transaction and the unanimous recommendation of the board that shareholders vote for the transaction resolution.

• All cash consideration and immediate liquidity to shareholders. The consideration will be paid to the shareholders entirely in cash, which provides shareholders with certainty of value and immediate liquidity (and without incurring brokerage and other costs typically associated with market sales).
• Fairness opinions. The special committee and the board took into account fairness opinions provided by each of J.P. Morgan, as lead financial adviser to Laurentian Bank, and Blair Franklin Capital Partners Inc., as independent financial adviser to the special committee, to the effect that, as of Dec. 2, 2025, and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the consideration to be paid to the shareholders for their common shares under the acquisition transaction is fair, from a financial point of view, to the shareholders.
• Support for the acquisition transaction. La Caisse, which holds approximately 8 per cent of the common shares, has entered into a voting and support agreement under which it has agreed, subject to the terms thereof, to vote all of its common shares in favour of the acquisition transaction. In addition, each of the directors and executive office members of Laurentian Bank, who collectively hold less than 1 per cent of the outstanding common shares, have entered into customary voting agreements pursuant to which they have agreed, subject to the terms thereof, to vote all of their common shares in favour of the acquisition transaction.
• Head office commitments. Fairstone Bank has agreed under the transaction agreement to (i) maintain the head office of Laurentian Bank in the province of Quebec, and (ii) move the head office of Fairstone Bank to the province of Quebec on or prior to the closing of the transactions.
• Benefits of the acquisition transaction and retail/SME transaction. Joining forces with Fairstone Bank will allow Laurentian Bank to grow its specialized commercial business, while maintaining its brand identity and head office in Montreal, where it was founded over 175 years ago. The retail/SME transaction will mitigate the effect of Laurentian Bank's unilateral decision to exit from the retail and SME sectors on its clients, who will experience no disruption of services and who are expected to benefit from National Bank's enhanced offering of retail and business banking solutions, including deposits, loans and investments. They will also be served through National Bank's leading digital services, expanded product and service offerings, and a broader branch network and business banking teams.
• Alternatives to the acquisition transaction. The special committee and the board, after consultation with outside financial and legal advisers, determined that it was unlikely that any person or group would be willing and able to propose a transaction that offered consideration, timeline to announcement, and other terms more favourable to Laurentian Bank, shareholders and other Laurentian Bank stakeholders than those of the acquisition transaction. The special committee and the board also considered the publicly disclosed 2023 strategic review, which concluded in late 2023 and failed to result in an executable transaction.
• Continued payment of regular dividends. The transaction agreement allows Laurentian Bank to, and Laurentian Bank expects to continue to, declare and pay its regular quarterly cash dividend prior to the closing of the transactions, if, as and when declared by the board.

A full description of the information and factors considered by the special committee and the board are included in the circular under the heading "reasons for the recommendation."

Shareholder questions and voting assistance

If you have any questions about the information contained in this press release or in the circular, or if you require assistance with the procedure for voting or in completing the form of proxy or voting instruction form mailed with the circular, please contact Laurentian Bank's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group, by: (a) toll-free calls in North America at 1-877-452-7184, (b) collect calls outside of North America at 1-416-304-2011, (c) text message by texting info at 1-877-452-7184 or 416-304-0211, or (d) e-mail at assistance@laurelhill.com.

About Laurentian Bank of Canada

Founded in Montreal in 1846, Laurentian Bank is committed to serving its customers and fostering deep relationships with specialized groups. Laurentian Bank runs operations across Canada -- primarily in Quebec and Ontario -- as well as in the United States, and competes where it sees market opportunity and has an edge, while harnessing the power of partnerships and collaboration.

We seek Safe Harbor.