DEFINITY FINANCIAL CORPORATION RENEWS BID FOR NORMAL COURSE ISSUER

WATERLOO, ON, May 29, 2024 /PRNewswire/ – Definity Financial Corporation (“Definity”) (TSX: DFY) announced today that it has received approval from the Toronto Stock Exchange (“TSX”) to commence an ordinary course issuer offering (“NCIB”).

Definity Financial Corporation Logo (CNW Group/Definity Financial Corporation)

Pursuant to Definity’s notice of intent to make an issuer’s normal course offering, Definity may, during the 12-month period beginning May 31, 2024 and ending May 30, 2025, purchase up to 3,476. 781 common shares of Definity (“Common Shares”), representing 3% of the issued and outstanding Common Shares, through an NCIB on the TSX or through alternative trading systems in Canada or by such other means as may be permitted by the TSX or by applicable law.

As of May 17, 2024, Definity had 115,892,700 common shares outstanding. Based on average daily trading volume of 102,869 Common Shares from November 1, 2023 to April 30, 2024, daily purchases will be limited to 25,717 Common Shares, excluding block purchase exceptions and Healthcare of Ontario Pension Plan Trust purchases Fund (“HOOPP”).

Purchases of Common Shares will be made in open market transactions on the TSX or through alternative trading systems in Canada. Decisions regarding the timing of future purchases of Common Stock will be based on market conditions, stock price and other factors. Definity may choose to suspend or discontinue your NCIB at any time. Ordinary Shares acquired under the NCIB will be cancelled. Definity believes that purchasing Common Shares under the NCIB represents a flexible means of returning capital to shareholders as part of its overall capital management strategy.

Definity has also entered into an automatic purchase plan agreement (the “APP Agreement”) with an independent designated broker in order to facilitate purchases of Common Shares at times when Definity would not normally be permitted to purchase Common Shares under the NCIB due to regulatory restrictions. or self-imposed blackout periods. The APP Contract has been approved by the TSX and comes into force on May 31, 2024, the start date of the NCIB.

Definity will also be permitted to purchase its shares of HOOPP common stock pursuant to an exemption granted by the TSX under its rules, regulations and policies in connection with the NCIB in order to maintain HOOPP’s proportionate ownership percentage at or below 19.90% of the Common Shares issued and outstanding. The maximum number of Common Shares that may be acquired under the NCIB will be reduced by the number of Common Shares acquired by Definity from HOOPP.

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HOOPP purchases will be made during the TSX Special Trading Session pursuant to an automatic disposition plan agreement between Definity’s broker-dealer, Definity and HOOPP (the “ADP Agreement”). HOOPP purchases will be made on trading days as required by the ADP Agreement, where Definity makes purchases from other shareholders. In the event that HOOPP does not sell Common Shares on any trading day as required by the terms of the ADP Agreement (other than as a result of certain market disruption events), the TSX exemption will cease to apply and Definity will not be permitted to make any additional purchases from HOOPP under the terms of the NCIB.

Pursuant to Definity’s prior ordinary course issuer offer, which commenced on May 31, 2023 and ends on May 30, 2024, Definity sought acceptance from the TSX to purchase up to 3,476,781 Common Shares and did not purchase any Common Shares on the open market and no HOOPP Common Shares.

About Definity Financial Corporation

Definity Financial Corporation (which includes its subsidiaries when the context so requires) is one of the leading property and casualty insurers in Canada, with more than $4.1 billion in gross premiums written1 in the 12 months ending March 31, 2024 and more than US$2.9 billion in equity attributable to common shareholders as of March 31, 2024.

Forward-looking statements

This press release may contain forward-looking information within the meaning of applicable securities laws that reflects Definity’s current expectations regarding future events, including statements relating to the purchase of Common Shares, the APP Agreement and the ADP Agreement. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Definity’s control. Such risks and uncertainties are included in the “Cautionary Note Regarding Forward-Looking Information” and “Risk Management and Corporate Governance” sections of Definity’s management’s discussion and analysis for the year ended December 31, 2023. Actual results may differ materially of those projected here. . Definity undertakes no obligation to update this forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

SOURCE Definity Financial Corporation

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