Oppenheimer Holdings (OPY)

12. Subsequent events

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(a) On April 23, 2009, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on May 29, 2009 to Class A and Class B shareholders of record on May 15, 2009.

(b) On May 8, 2009, the Company’s shareholders will vote on a proposal by management to move the Company’s jurisdiction of incorporation from Canada to Delaware. The proposal for continuance is subject to approval by at least two-thirds of the votes cast by the holders or the Company’s Class A and Class B Shares, voting together as a single class, whether in person or by proxy at a meeting if a quorum, or a majority of the total outstanding Class A Shares and Class B Shares, are present. Dissenting shareholders have the right to be paid the fair value of their shares under Section 190 of the Canada Business Corporations Act. The Company’s Board of Directors has reserved the right to terminate or abandon the continuance at any time prior to its effectiveness, notwithstanding shareholder approval, if it determines for any reason that the consummation of the continuance would be inadvisable or not in the best interests of the Company or its shareholders.

If the continuance is approved, the Company will be subject to a separate corporate emigration tax imposed equal to the amount by which the fair market value of all of its property immediately before the continuance exceeds the aggregate of the Company’s liabilities at that time (other than dividends payable and taxes payable in connection with this emigration tax) and the amount of paid-up capital on all of the Company’s issued and outstanding shares. With the assistance of professional advisors, the Company has reviewed its assets, liabilities, paid-up capital and other tax balances and assuming that the market price of the Class A Shares does not exceed $13.50 per share and that the exchange rate of the Canadian dollar to the U.S. dollar is CDN $1.00 equals $0.80, it is anticipated that Canadian income taxation arising on the continuance would not exceed $4.0 million.

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19. Subsequent Events

Dividend

On January 29, 2009, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on February 27, 2009 to Class A and Class B shareholders of record on February 13, 2009.

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19. Subsequent Events

Dividend

On January 29, 2009, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on February 27, 2009 to Class A and Class B shareholders of record on February 13, 2009.

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12. Subsequent events

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On October 31, 2008, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on November 28, 2008 to Class A and Class B shareholders of record on November 14, 2008.

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12. Subsequent events

28

On July 30, 2008, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on August 29, 2008 to Class A and Class B shareholders of record on August 15, 2008.

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12. Subsequent events

26

On April 28, 2008, the Company paid down principal on the Senior Secured Credit Note of $20 million thereby reducing its outstanding indebtedness under the Senior Secured Credit Note to $63.1 million. Of the $20.0 million pay down, $16.3 million was a required payment under the terms of the Senior Secured Credit Note and $3.7 million was a voluntary prepayment.

On April 30, 2008, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on May 30, 2008 to Class A and Class B shareholders of record on May 16, 2008.

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20. Subsequent Events

Acquisition

On January 14, 2008, the Company acquired CIBC World Markets’ U.S. Investment Banking, Corporate Syndicate, Institutional Sales and Trading, Equity Research, Options Trading and a portion of the Debt Capital Markets business which includes Convertible Bond Trading, Loan Syndication and Trading, High Yield Origination and Trading as well as CIBC Israel Ltd. (the “New Capital Markets Business”). The New Capital Markets Business employs over 600 people and, based on CIBC’s most recently published results, produced over $400 million in revenue for the year ended October 31, 2007. The acquisition of related operations in Asia and the UK is expected to close at a later time, subject to regulatory approval. The acquisition significantly increases the Company’s penetration in capital markets activities.

90

The purchase price for the transaction is comprised of (1) an earn-out based on the annual performance of the combined Capital Markets Division of Oppenheimer  and the acquired businesses for the calendar years 2008 through 2012 (in no case to be less than $5 million per year) to be paid in the first quarter of 2013 (the “Earn-Out Date”). On the Earn-Out Date, 25% of the earn-out will be paid in cash and the balance may be paid, at the Company’s option, in any combination of cash, the Company’s Class A Shares (at the then prevailing market price) and/or debentures to be issued by the Company payable in two equal tranches – 50% one year after the Earn-Out Date and the balance two years after the Earn-Out Date, (2) warrants to purchase 1,000,000 Class A non-voting shares of the Company at $48.62 per share exercisable five years from the January 2008 closing, 3) cash consideration at closing equal to the fair market value of certain inventories in the amount of $48.2 million, and (4) a payment at closing in the amount of $2.5 million for office facilities. The acquisition will be accounted for using the purchase method.

As part of the transaction, the Company borrowed $100 million from CIBC in the form of a five-year subordinated loan, to support the newly acquired businesses. In addition, CIBC is providing a warehouse facility, initially up to $1.5 billion, to a newly formed U.S. entity to finance loans of middle market companies that will be syndicated and distributed by the Loan Syndication and Loan Trading Groups being acquired. Underwriting of loans pursuant to the warehouse facility will be subject to joint credit approval by Oppenheimer and CIBC.

Dividend

On January 29, 2008, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on February 29, 2008 to Class A and Class B shareholders of record on February 15, 2008.

91

20. Subsequent Events

Acquisition

On January 14, 2008, the Company acquired CIBC World Markets’ U.S. Investment Banking, Corporate Syndicate, Institutional Sales and Trading, Equity Research, Options Trading and a portion of the Debt Capital Markets business which includes Convertible Bond Trading, Loan Syndication and Trading, High Yield Origination and Trading as well as CIBC Israel Ltd. (the “New Capital Markets Business”). The New Capital Markets Business employs over 600 people and, based on CIBC’s most recently published results, produced over $400 million in revenue for the year ended October 31, 2007. The acquisition of related operations in Asia and the UK is expected to close at a later time, subject to regulatory approval. The acquisition significantly increases the Company’s penetration in capital markets activities.

90

The purchase price for the transaction is comprised of (1) an earn-out based on the annual performance of the combined Capital Markets Division of Oppenheimer  and the acquired businesses for the calendar years 2008 through 2012 (in no case to be less than $5 million per year) to be paid in the first quarter of 2013 (the “Earn-Out Date”). On the Earn-Out Date, 25% of the earn-out will be paid in cash and the balance may be paid, at the Company’s option, in any combination of cash, the Company’s Class A Shares (at the then prevailing market price) and/or debentures to be issued by the Company payable in two equal tranches – 50% one year after the Earn-Out Date and the balance two years after the Earn-Out Date, (2) warrants to purchase 1,000,000 Class A non-voting shares of the Company at $48.62 per share exercisable five years from the January 2008 closing, 3) cash consideration at closing eq
ual to the fair market value of certain inventories in the amount of $48.2 million, and (4) a payment at closing in the amount of $2.5 million for office facilities. The acquisition will be accounted for using the purchase method.

As part of the transaction, the Company borrowed $100 million from CIBC in the form of a five-year subordinated loan, to support the newly acquired businesses. In addition, CIBC is providing a warehouse facility, initially up to $1.5 billion, to a newly formed U.S. entity to finance loans of middle market companies that will be syndicated and distributed by the Loan Syndication and Loan Trading Groups being acquired. Underwriting of loans pursuant to the warehouse facility will be subject to joint credit approval by Oppenheimer and CIBC.

Dividend

On January 29, 2008, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on February 29, 2008 to Class A and Class B shareholders of record on February 15, 2008.

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14. Subsequent events

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(a) On October 25, 2007, a cash dividend of U.S. $0.11 per share (totaling $1.5 million) was declared payable on November 23, 2007 to Class A and Class B shareholders of record on November 9, 2007.

(b) On November 4, 2007, the Company announced that it has agreed to buy a major part of CIBC World Markets’ U.S. capital markets businesses, subject to applicable regulatory approval.

The businesses to be acquired by the Company employ over 700 people and include CIBC’s U.S. Investment Banking, Corporate Syndicate, Institutional Sales and Trading, Equity Research, Options Trading and a portion of the Debt Capital Markets business which includes Convertible Bond Trading, Loan Syndication, High Yield Origination and Trading as well as related operations located in the U.K, Israel and Hong Kong. Annualized revenue of these businesses, based on CIBC’s most recently published results for the nine months ended July 31, 2007, is in excess of $400 million. Closing, subject to applicable regulatory approval, is expected to occur on January 2, 2008 with respect to the U.S. domestic operations. A second closing is anticipated for the overseas operations following regulatory approval.

The purchase price for the transaction is comprised of (1) an earn-out based on the annual performance of the combined Capital Markets Division of Oppenheimer and the acquired businesses for the calendar years 2008 through 2012, (in no case to be less than $5 million per year) to be paid in the first quarter of 2013 (the “Earn-Out Date”). On the Earn-Out Date, 25% of the earn-out will be paid in cash and the balance may be paid, at the Company’s option, in any combination of cash, the Company’s Class A Shares (at the then prevailing market price) and/or debentures to be issued by the Company payable in two equal tranches – 50% one year after the Earn-Out Date and the balance two years after the Earn-Out Date plus (2) warrants to purchase 1,000,000 Class A non-voting shares of the Company at $48.63 per share exercisable five years from closing, and (3) cash consideration at closing equal to the book value of certain fixed assets being acquired.

As part of the transaction, the Company will borrow $100 million from CIBC in the form of a five-year subordinated loan, to support the newly acquired businesses. In addition, CIBC will provide a warehouse facility, initially up to $1.5 billion, to a newly formed U.S. entity to finance the syndicated loans of middle market companies that are syndicated and distributed by the Loan Syndication and Loan Trading Groups being acquired. Underwriting of loans pursuant to the warehouse facility will be subject to joint credit approval by the Company and CIBC.

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14. Subsequent events

22

On July 27, 2007, a cash dividend of U.S.$0.11 per share (totaling $1.5 million) was declared payable on August 24, 2007 to Class A and Class B shareholders of record on August 10, 2007. This represents an increase of 10% in the quarterly dividend rate.

On August 2, 2007, the Company voluntarily repaid $15.0 million of its senior secured credit note plus accrued interest thereon, thereby reducing its outstanding indebtedness under the senior secured credit note to $83.8 million. See Note 6.

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14. Subsequent events

21

On April 27¸ 2007, the Company repaid $25.0 million of its SSCN, thereby reducing its outstanding indebtedness under the SSCN to $99.1 million. Of the $25 million, $10.4 million was a required payment under the terms of the SSCN and $14.6 million represents a voluntary prepayment.

On April 27, 2007, a cash dividend of U.S.$0.10 per share (totaling $1.3 million) was declared payable on May 18, 2007 to Class A and Class B shareholders of record on May 4, 2007.

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19. Subsequent Events

On January 25, 2007, a cash dividend of U.S. $0.10 per share (totaling $1.3 million) was declared payable on February 23, 2007 to Class A non-voting and Class B shareholders of record on February 9, 2007.

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17. Subsequent events

(a) On January 27, 2004, a cash dividend of U.S.$0.09 per share (totalling $1,200,000) was declared payable on February 20, 2004 to Class A non-voting and Class B shareholders of record on February 6, 2004.

(b) In January 2004, the Company received monetary damages plus interest in the amount of approximately $2.7 million, pursuant to an award by a National Association of Securities Dealers Dispute Resolution Panel against another broker dealer in a raiding case involving financial consultants of Josephthal & Co. Inc, a company acquired by Oppenheimer in September 2001. These proceeds, which were received in January 2004, will be included in the Company’s results for the first quarter of 2004.