Andrew Peller Limited Announces ISS Recommendation That Shareholders Vote for the Proposed Arrangement With Fairfax

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ISS cites premium cash consideration, certainty of value, immediate liquidity and the Special Committee process in recommending shareholders vote FOR the Arrangement

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Your vote is important – vote well in advance of the proxy deadline: Friday August 7, 2026 at 10:00 am

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GRIMSBY, Ontario, July 28, 2026 (GLOBE NEWSWIRE) — Andrew Peller Limited (TSX: ADW.A / ADW.B) (“Andrew Peller” or the “Company”) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that holders of Class A Shares of the Company vote FOR the special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) involving Fairfax Financial Holdings Limited. Under the Arrangement, shareholders will receive cash consideration of $8.00 per Class A Share and $12.00 per Class B Share. The Arrangement Resolution will be considered for approval at the special meeting of shareholders of the Company (the “Meeting”) to be held on August 11, 2026.

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ISS recommended that shareholders vote FOR the Arrangement Resolution, concluding that the transaction provides shareholders with a meaningful premium, certainty of value and immediate liquidity. ISS also noted that, given Andrew Peller’s ownership structure, the absence of applicable coattail provisions and the limited universe of potential acquirors, the Special Committee appears to have facilitated a reasonable degree of price discovery in evaluating the alternatives available to shareholders. ISS is a leading independent proxy advisory firm whose voting recommendations are relied upon by many institutional investors in making voting decisions.

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Bruce McDonald, Chair of the Board of Directors and Co-Chair of the Special Committee, stated: “We are pleased that ISS has recommended shareholders vote for the Arrangement. We believe this recommendation provides important independent validation of the extensive review process undertaken by the Special Committee and the conclusions we reached.”

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The Board of Directors of the Company, on the basis of the unanimous recommendation of the Special Committee and after receiving advice from its financial and legal advisors, unanimously approved (with interested directors abstaining) the Arrangement and continues to recommend that shareholders vote FOR the Arrangement Resolution.

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YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

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The Meeting will be held virtually on August 11, 2026 at 10:00 a.m. (Toronto time). Shareholders can access the Meeting using the following link: meetnow.global/MZSYA5N.

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Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on August 7, 2026.

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If you have any questions or need assistance in your consideration of the Arrangement, with the completion and delivery of your form of proxy or voting instruction form, or with the delivery of your Shares and Letter(s) of Transmittal to Computershare Investor Services Inc., as depositary in respect of the Arrangement, please contact the Company’s proxy solicitation agent:

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Sodali & Co.
Toll-Free: 1-833-711-5524
Collect: 1-289-695-3075
Email: [email protected]

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Copies of the management information circular and related meeting materials are available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile and at ir.andrewpeller.com. Shareholders are encouraged to review the management information circular, including the sections relating to the background to the Arrangement, the formal valuation, fairness opinions, and reasons for the recommendation of the Special Committee and Board.