An anonymous director reports

CANADIAN WESTERN BANK ANNOUNCES FILING OF CIRCULAR FOR SPECIAL MEETING OF COMMON SHAREHOLDERS

Canadian Western Bank has filed its management proxy circular in connection with its coming special meeting of its common shareholders. The circular is available on Canadian Western's profile on SEDAR+.

Details of the meeting

The meeting is scheduled to be held in person on Sept. 3, 2024, at 10 a.m. Mountain Time, at the JW Marriott Edmonton (Mark Messier meeting room), 10344 102nd St. Northwest, Edmonton, Alta., T5J 0K9. Canadian Western shareholders of record as of the close of business on July 12, 2024, are entitled to receive notice of, to participate in and to vote their common shares of Canadian Western at the meeting. Details of the meeting and how Canadian Western shareholders or their duly appointed proxyholders can attend and participate in the meeting are set out in the circular.

The transaction

As previously announced on June 11, 2024, Canadian Western and National Bank of Canada entered into a definitive agreement pursuant to which National Bank, a leading Canadian bank, proposed to acquire all of the issued and outstanding Canadian Western shares by way of a share exchange valued at approximately $5.0-billion, creating a united Canadian banking leader with growth priorities across the country. As part of the transaction, Canadian Western shareholders will be entitled to receive 0.450 of a National Bank common share for each Canadian Western share held as of the date of closing, which equates to $52.35 per Canadian Western share based on the closing price of the National Bank shares on the Toronto Stock Exchange on June 11, 2024. This consideration represents a 110-per-cent premium to the closing price of the Canadian Western shares on the TSX on June 11, 2024, and a 100-per-cent premium to the 20-day volume-weighted average trading price of both companies on the TSX as of June 11, 2024.

Canadian Western's board of directors, having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a special committee of independent directors of Canadian Western, and after receiving outside legal and financial advice, unanimously determined that the transaction is in the best interests of Canadian Western and is fair to Canadian Western shareholders. After careful consideration of the transaction, the board has unanimously approved the transaction and unanimously recommends that Canadian Western shareholders vote in favour of the resolution relating to the transaction by voting for.

Questions

If you have any questions about the information contained in this press release in connection with the meeting, please contact Canadian Western's strategic adviser, Kingsdale Advisors, by telephone at 1-866-851-3215 (toll-free in North America) or at 1-437-561-5012 (text and call enabled outside of North America), or by e-mail at contactus@kingsdaleadvisors.com.

About Canadian Western Bank

Canadian Western is the only full-service bank in Canada with a strategic focus to meet the unique financial needs of businesses and their owners. Canadian Western provides its nationwide clients with full-service business and personal banking, specialized financing, comprehensive wealth management offerings, and trust services. Clients choose Canadian Western for a differentiated level of service through specialized expertise, customized solutions and faster response times relative to the competition. Canadian Western people take the time to understand its clients and their business, and work as a united team to provide holistic solutions and advice.

Canadian Western is firmly committed to the responsible creation of value for all its stakeholders, and its approach to sustainability will support its continued success.

We seek Safe Harbor.