Prospectus excerpt:  This short form prospectus qualifies the distribution (the “Offering”) of 4,000,000 Cumulative 5-Year Rate Reset First Preferred Shares, Series A (the “Series A Preferred Shares”) of Canaccord Financial Inc. (the “Company”) at a price of $25.00 per Series A Preferred Share. For the initial period commencing on the Closing Date (as defined herein) and ending on and including September 30, 2016 (the “Initial Fixed Rate Period”), the holders of Series A Preferred Shares will be entitled to receive fixed, cumulative, preferential cash dividends, as and when declared by the board of directors of the Company (the “Board of Directors”), payable quarterly on the last day of March, June, September and December in each year (provided that, should any such day not be a business day, such dividends will be payable on the next succeeding business day) in an annual amount equal to $1.3750 per Series A Preferred Share. The initial dividend, if declared, will be payable on September 30, 2011 and will be $0.37295 per Series A Preferred Share, based on the anticipated closing date for the Offering of June 23, 2011 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each, a “Subsequent Fixed Rate Period”), the holders of Series A Preferred Shares will be entitled to receive fixed, cumulative, preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. Should any such day not be a business day, such dividends will be payable on the immediately following business day. The Annual Fixed Dividend Rate for each Subsequent Fixed Rate Period will be equal to the sum of the Government of Canada Yield (as defined herein) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 3.21%. See “Details of the Offering”.