Calgary, Alberta--(Newsfile Corp. - July 15, 2026) - Olympia Financial Group Inc. (TSX: OLY) ("Olympia" or the "Corporation") is pleased to announce that it has entered into a definitive reorganization agreement (the "Reorganization Agreement") with Olympia Trust Company ("OTC"), Olympia Benefits Inc., Tarman ATM Inc. ("Tarman"), and certain members of senior management (the "Executive Officers"), pursuant to which the Corporation and OTC's existing management agreements with Tarman and the Executive Officers (the "Agreements") will be terminated in exchange for cash or a combination of cash and common shares ("Common Shares") of the Corporation (the "Transaction"). The Transaction will be effected by way of plan of arrangement (the "Plan of Arrangement") in accordance with section 288 of the Business Corporations Act (British Columbia).
Reasons for the Transaction and Related Considerations
The proposed Transaction is intended to, among other things, simplify Olympia's management structure and facilitate OTC's previously announced strategic plan for continuance as a Federal trust company under the Trust and Loan Companies Act (Canada) (the "OTC Continuance"). Completion of the OTC Continuance is an important part of the Corporation's strategic plan as only trust companies incorporated under the Trust and Loan Companies Act (Canada) may be registered under the Loan and Trust Corporations Act (Ontario) to provide the services of a trust company in Ontario. A significant percentage of investment accounts administered by OTC's Investment Account Services division, are held for the benefit of Ontario residents.
If approved, the Transaction and the intended OTC Continuance will, among other things:
provide certainty respecting OTC's ability to serve Ontario residents;
position OTC to pursue growth opportunities that are generally more readily available to federally regulated trust companies operating across Canada;
improve operating margins through the elimination of an allocation of a portion of operating profits to certain Executive Officers;
establish stronger economic alignment between the long-term interests of the Executive Officers and those of the Shareholders through increased Common Share ownership;
simplify Olympia's compensation structure and provide greater predictability with respect to future compensation expenses, capital planning and cash management; and
enhance Olympia's ability to forecast, allocate and deploy capital in support of strategic initiatives, balance sheet growth and future dividend decisions.