Laurentian Bank of Canada Shareholders OK $40.50/Share Fairstone Buyout at Special Meeting

Key Points

• Shareholders approved Fairstone Bank of Canada’s acquisition of all Laurentian common shares for $40.50 per share, and the special resolution was declared adopted at the meeting.
• National Bank of Canada will acquire Laurentian’s personal banking and SME assets as Laurentian exits those segments to focus on commercial banking, with management saying the Laurentian brand and Montreal head office will be retained under Fairstone.
• The board and a special committee unanimously recommended the transactions after receiving fairness opinions from J.P. Morgan and Blair Franklin Capital Partners, and meeting organizers said proxies represented about 40.5% of shares while management-held proxies exceeded the required 66 2/3% approval threshold.

Laurentian Bank of Canada TSE: LB shareholders approved a special resolution authorizing a transaction under which Fairstone Bank of Canada will acquire, among other things, all of Laurentian Bank’s issued and outstanding common shares for cash consideration of $40.50 per share. The vote took place at a special meeting that management said represented a turning point for the bank and follows agreements previously announced on Dec. 2, 2025.

Transaction overview and related agreements

During the meeting, Laurentian Bank’s chair said National Bank of Canada has entered into a definitive agreement to purchase certain assets and assume certain liabilities tied to Laurentian’s personal banking and small and medium-sized enterprise (SME) activities, as Laurentian exits those segments to focus on its commercial specialization.

In parallel, Fairstone Bank of Canada signed a definitive agreement to acquire all outstanding Laurentian common shares for $40.50 per share in cash.

Board and special committee recommendations

The chair said a special committee of the board oversaw and supported the board and management in connection with the proposed transactions. After reviewing the terms and factors described in the management proxy circular dated Jan. 5, 2026, and after receiving external legal and financial advice, the special committee unanimously recommended that the board approve the transactions and that shareholders vote in favor of the Fairstone acquisition.

He added that the special committee received fairness opinions from J.P. Morgan and Blair Franklin Capital Partners. The board, after evaluating the transactions with management and advisors and considering the special committee’s recommendation and the proxy circular factors, unanimously concluded the transactions are in Laurentian’s interests and that the Fairstone acquisition is fair to shareholders. The board unanimously approved the transactions and recommended shareholders vote for the resolution.

Management’s rationale and expected impacts

President and CEO Éric Provost told shareholders the meeting was not only to approve a transaction but also to endorse a future vision for the bank. He noted Laurentian has been part of Canada’s banking sector since 1846, approaching 180 years in May.

Provost said combining forces with Fairstone would allow Laurentian to further grow its specialized commercial activities while retaining its brand and its head office in Montreal. He also said the transaction with National Bank would provide Laurentian’s customers with access to National Bank’s retail and business banking solutions, including deposits, lending, and investments, along with “leading-edge” digital services, a broader range of products and services, and a larger branch network.

Provost emphasized that the transaction offered shareholders immediate liquidity and “guaranteed value,” and said management’s priorities in the coming months would be to work diligently to close the transactions with National Bank and Fairstone while keeping customers and employees in mind.

Meeting mechanics and voting threshold

Meeting organizers confirmed that the proxy circular and meeting materials had been provided to directors, shareholders of record as of Dec. 23, 2025, and the bank’s auditor, and were available on the bank’s website and SEDAR Plus. Scrutineers reported that, based on preliminary proxy tabulation, proxies were received representing approximately 40.5% of the issued and outstanding shares entitled to vote. The chair stated that management held proxies in favor of the transaction representing more than two-thirds of the votes represented in person or by proxy, which was the threshold required for the special resolution.

The bank also reiterated that completion of the Fairstone transaction was conditional on approval of the special resolution by at least 66 2/3% of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting.

Shareholder question highlights

One shareholder representative, speaking on behalf of the MEDAC (Mouvement d’éducation et de défense des actionnaires), opposed the sale and asked about dissent rights referenced in the proxy circular, including how an “opposing shareholder” differs from voting against the resolution and what the process would have accomplished.

In response, the chair said the board had to consider the interests of all stakeholders and described the transactions as providing a significant premium and value creation for shareholders. He also said the board and management determined the bank’s viability as a retail bank “doesn’t work,” while emphasizing that Laurentian’s commercial franchise would continue with Fairstone under the Laurentian name. On dissent procedures, meeting leadership pointed to the process described in the circular and indicated it was too late to initiate it at that stage of the meeting.

After the voting period closed and scrutineers submitted their report, the chair announced that the resolution was adopted and carried, approving the transaction. The bank said detailed voting results would be announced in a press release in accordance with TSX policies and filed on SEDAR Plus.

About Laurentian Bank of Canada TSE: LB

Laurentian Bank of Canada provides personal banking, business banking and real estate and commercial financing to its personal, business, and institutional customers across Canada and the United States. The company reports three operating segments: personal, business services, and capital markets. The personal segment offers financial services to retail clients. The business services segment provides financial services, commercial banking, real estate financing, and equipment and inventory financing to business clients.

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