Core Viewpoint - The Keg Royalties Income Fund has successfully completed a transaction where 1543965 B.C. Ltd., a subsidiary of Fairfax Financial Holdings Limited, acquired all outstanding units of the Fund not owned by Fairfax [1][2]. Group 1: Transaction Details - The transaction resulted in 1543966 B.C. Ltd. becoming the sole trustee of the Fund, and the units were delisted from the Toronto Stock Exchange as of August 12, 2025 [2]. - Former holders of units are entitled to receive cash consideration of $18.60 per unit and must return the necessary documentation to Computershare Investor Services Inc. to receive their payment [3]. Group 2: Distribution and Tax Implications - Approximately 68.02% of the Fund's 2025 distributions, including the accrued distribution, are expected to exceed income subject to SIFT tax, indicating a return of capital that will reduce the adjusted cost base of unitholders' units [4]. - The remaining 31.98% of the distributions should qualify as "eligible dividends" under the Income Tax Act (Canada) [4]. Group 3: Company Background - The Keg Royalties Income Fund is an open-ended trust that owns trademarks and intellectual property used by Keg Restaurants Ltd., which is a leading operator and franchisor of steakhouses in Canada and has a presence in select U.S. markets [8]. - Keg Restaurants Ltd. has been recognized as the number one restaurant company to work for in Canada according to Forbes' "Canada's Best Employers 2025" survey [8]. Group 4: Fairfax Financial Holdings Limited - Fairfax Financial Holdings Limited is primarily engaged in property and casualty insurance and reinsurance, along with associated investment management through its subsidiaries [9].

Company Overview - The Keg Royalties Income Fund is a limited purpose, open-ended trust established under Ontario law, owning trademarks and intellectual property used by Keg Restaurants Ltd. [6] - Keg Restaurants Ltd. is the leading operator and franchisor of steakhouse restaurants in Canada, with a significant presence in select U.S. markets [7] - Keg Restaurants Ltd. was recognized as the number one restaurant company to work for in Canada in Forbes' "Canada's Best Employers 2025" survey [7] Transaction Details - The Supreme Court of British Columbia approved the acquisition of all issued and outstanding units of the Fund by 1543965 B.C. Ltd., a subsidiary of Fairfax Financial Holdings Limited [1] - The transaction will become effective at 12:05 a.m. (Pacific Time) on August 13, 2025, with all conditions satisfied except those that can only be met at closing [2] - The units of the Fund are expected to be delisted from the Toronto Stock Exchange following the transaction [2] Fairfax Financial Holdings Limited - Fairfax Financial Holdings Limited is a holding company primarily engaged in property and casualty insurance and reinsurance, along with associated investment management [8]

Core Viewpoint - The Keg Royalties Income Fund has received overwhelming approval from unitholders for the acquisition by Fairfax Financial Holdings Limited's subsidiary, 1543965 B.C. Ltd, at a price of $18.60 per unit, with additional cash distributions expected [1][2]. Group 1: Transaction Details - The acquisition price is set at $18.60 per unit, payable in cash, along with a prorated monthly distribution and a special cash distribution of $0.055 per unit for the 2025 fiscal year [1]. - The transaction was approved with 99.42% of votes in favor, and 98.79% when excluding votes from Fairfax and related parties [2]. - The transaction is structured as a statutory plan of arrangement under the Business Corporations Act (British Columbia) and is expected to close around August 13, 2025, pending court approval [4]. Group 2: Company Background - The Keg Royalties Income Fund is an open-ended trust that owns trademarks and intellectual property used by Keg Restaurants Ltd, a leading steakhouse operator in Canada [8]. - Keg Restaurants Ltd has been recognized as the number one restaurant company to work for in Canada according to Forbes' "Canada's Best Employers 2025" survey [8]. Group 3: Parent Company Overview - Fairfax Financial Holdings Limited is primarily engaged in property and casualty insurance and reinsurance, along with investment management through its subsidiaries [9].

Company Overview - The Keg Royalties Income Fund is a limited purpose, open-ended trust established under Ontario law, owning trademarks and related intellectual property used by Keg Restaurants Ltd. (KRL) [2] - KRL operates over 100 restaurants and has annual system sales exceeding $700 million, making it the leading operator and franchisor of steakhouse restaurants in Canada [3] - KRL has approximately 10,000 employees and continues to expand its restaurant system through corporate and franchised Keg steakhouses [3] Financial Performance - The Fund declared a May 2025 distribution of $0.0946 per unit, payable to unitholders of record as of May 21, 2025, with payment scheduled for May 30, 2025 [1] Industry Recognition - KRL was named the number one restaurant company to work for in Canada in Forbes' "Canada's Best Employers 2025" survey [3]

Core Viewpoint - The Keg Royalties Income Fund has entered into a letter of intent for Fairfax Financial Holdings Limited to acquire all outstanding units of the Fund at a price of $18.60 per unit, representing significant premiums over recent trading prices [1][2]. Group 1: Proposed Transaction Details - The offer price of $18.60 per unit represents a 30.8% premium to the closing price on May 2, 2025, and a 34.7% premium to the 20-day volume weighted average trading price as of the same date [2]. - The transaction is not subject to any financing condition, indicating a straightforward cash offer [2]. - The letter of intent was established after negotiations between Fairfax's investment manager and the Fund's independent board of trustees, who evaluated the financial terms and received independent advice [3]. Group 2: Support and Valuation - The largest holder of outstanding units, holding 14.6% of the issued units, has agreed to support the proposed transaction under customary conditions [4]. - The trustees have engaged an independent valuator to prepare a formal valuation of the units and provide a fairness opinion regarding the transaction's financial terms for minority unit holders [5]. Group 3: Conditions and Next Steps - The letter of intent is not a definitive agreement, and the execution of a definitive agreement is subject to negotiation, approval by the trustees, and receipt of satisfactory valuation and fairness opinions [6]. - The consummation of the proposed transaction will require various customary conditions, including regulatory approvals and a special meeting of unit holders for voting [6]. - Unitholders are advised to await further information from the trustees regarding the proposed transaction [7]. Group 4: Company Background - The Keg Royalties Income Fund is a limited purpose, open-ended trust that owns trademarks and intellectual property used by Keg Restaurants Ltd., a leading operator of steakhouse restaurants in Canada with a notable presence in the U.S. [15]. - Keg Restaurants Ltd. has been recognized as the number one restaurant company to work for in Canada according to Forbes' "Canada's Best Employers 2025" survey [15].