OPPENHEIMER HOLDINGS INC

The Amended and Restated Charter reflects the following principal changes:

Director and Officer Indemnification. The Amended and Restated Charter provides for indemnification and advancement of expenses to the Company’s directors and officers to the fullest extent permitted by the DGCL (as it may be amended from time to time). The Board of Directors believes that the addition of this provision aligns our governance practices with those commonly adopted by other public companies, and supports the Company’s ability to attract and retain qualified directors and officers. Serving as a director or officer carries substantial risk of litigation and regulatory exposure, and the Board of Directors believes that it benefits the Company and its stockholders to ensure that our directors and officers can perform their duties independently and in the best interest of stockholders without undue concern about personal liability. Furthermore, the Board of Directors believes that the absence of such protections could discourage qualified directors and officers from serving in such roles due to potential exposure to personal liability and the risk that substantial expense may be incurred in defending lawsuits, regardless of their merit. The indemnification applies to directors and officers of the Company and, in certain circumstances, to individuals serving at the request of the Company in similar capacities for other entities, as set forth in the Amended and Restated Charter.

Irrelevant Provisions and Clarifying Language. In addition, certain provisions in our Current Charter are no longer applicable or require updates. These include outdated registered office information and references to the Company’s domestication over a decade ago. The Board believes it is in the best interest of the Company to revise the Current Charter to include clear, updated language and remove irrelevant provisions.