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CST's U.S. Affiliate AST to Acquire D.F. King & Co.

Combined organization will create the leading company for issuer and shareholder services

TORONTO, ONTARIO -- (Marketwired) -- 05/27/14 -- CST Trust Company's U.S. affiliate, American Stock Transfer & Trust Company, LLC (AST), announced today that its affiliate, AST Fund Solutions, LLC has entered into a definitive agreement to purchase the operating businesses of D.F. King & Co., Inc. (D.F. King). When the transaction is finalized, the combined company will be the leading issuer and shareholder services firm across North America and Europe.

D.F. King, a market leader for issuer and shareholder services for over 70 years, will be integrated and operate immediately with ASTOne™, a division of AST that offers a comprehensive array of proxy solicitation, ownership intelligence and corporate governance services. The combined business will offer the broadest array of specialized advisory services, including proxy solicitation, corporate governance, proxy contests and corporate actions.

"Combining D.F. King with AST reshapes the issuer and shareholder services business. It unifies respective strengths and creates a powerhouse of leadership and specialized advisory, operational and communications expertise in both the U.S. and Canada," says CST's Chairman of the Board Mark C. Healy. "A clear industry leader with deep bench strength has been missing in this sector of the Canadian market. This transaction further advances our strategy to provide the most comprehensive offering to our clients with industry-leading innovation, client service and scale."

In addition to proxy solicitation and corporate governance advisory services, CST and AST provide clients with a full range of issuer and shareholder services, including registrar and stock transfer, proxy solicitation, equity plan administration, corporate actions, asset recovery, ownership intelligence and investment management.

"We continue to have the largest growing client base in this sector," comments Paul Torre, Executive Vice President of ASTOne. "With the increased market demand, expanding our business capabilities with the acquisition is a sign of our commitment and continued investment to this business and, more importantly, our clients. Uniting the expansive knowledge and reputable market presence of these two entities provides a powerful service offering to the industry, demonstrating CST and AST's dedication to innovative solutions as well as the strength of our combined organization."

"Demand for issuer services is driven by factors such as shareholder activism, the pace of new regulation and the increasing complexity of the global financial markets. We're pleased to join AST in assisting issuers to meet these and other challenges with innovative, multi-faceted solutions and in creating the premier proxy solicitation and shareholder services provider in the industry," says D.F. King's Chief Executive Officer Asher Richelli. "D.F. King became the market leader because of its dedication to providing unparalleled service to its clients. We bring that same passion and commitment to the AST platform."

As both companies are privately held, terms of the acquisition are not being disclosed. The transaction is expected to close within 30 days after the signing.

About CST

CST is part of the Link Group, an international network of providers of transfer agent and employee plan services. Headquartered in Toronto with offices in Halifax, Montreal, Calgary and Vancouver, CST provides issuers with global solutions through local service. CST, CST Investor Services Inc. and its U.S. affiliate AST form the North American division of the Link Group. This division provides service to over 8,000 public issues and more than 5.5 million shareholders in over 22 foreign countries, ranging in size from initial public offerings to Fortune 100 companies.

About AST

AST and its affiliates in the Link Group network are leading providers of registry services and technology to financial market participants around the globe. AST and its affiliate CST form the North American division of the Link Group. Together AST and CST provide comprehensive stock transfer and employee plan services to more than 8,000 public issues and over 5.5 million shareholders. The division serves clients located throughout North America and in over 22 foreign countries, ranging in size from initial public offerings to Fortune 100 companies.

About ASTOne™

ASTOne integrates the expertise of AST Fund Solutions, AST Phoenix Advisors and AST Ownership Intelligence through a comprehensive proxy solicitation, investor relations and corporate governance consulting service offering. AST is the only transfer agent providing issuers with these integrated services at an operational level.

About D. F. King & Co., Inc.

Founded in 1942, D.F. King boasts industry-recognized expertise in proxy contests, tender offers and exchange offers for corporate control. For over 70 years, D.F. King has been one of the leading and most trusted providers of proxy and other stakeholder services in the U.S. Today, we are one of the leading proxy solicitation providers in the mutual fund industry.

CST Trust Company

American Stock Transfer & Trust Company, LLC

D.F. King & Co., Inc.

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