Mr. David Taylor reports

VERSABANK SHAREHOLDERS APPROVE PROPOSED REORGANIZATION

At VersaBank's special meeting of the bank's shareholders held on Sept. 16, 2026, shareholders overwhelmingly voted in favour of the special resolution approving the previously announced reorganization pursuant to which Versa Bancorp, a new Delaware corporation (the parent), will become the direct holding company of the bank.

"The results of today's shareholder vote are a very clear endorsement of the bank's proposed reorganization that we believe will enable the bank to realize its full potential in both the United States and Canada," said David Taylor, founder and president, VersaBank. "In addition to supporting our continued success on the significant opportunity for our structured receivable program in the United States, the reorganization will significantly strengthen our foundation in Canada, where we are excited about the considerable renewed growth potential for our bank and where we are targeting growth next year in absolute dollar terms of about the same magnitude as that in the United States. Our reorganization will ensure that we are able to continue to lead the Canadian banking industry in terms of innovation, in turn, continuing to support the Canadian small business and consumer sectors by providing abundant reliable, economical and efficient financing, and, of thereby continuing to contribute in an outsized manner to the Canadian economy."

The reorganization resolution required approval of not fewer than 66-2/3rds per cent of the votes cast by the shareholders present in person or represented by proxy at the meeting.

Details on the voting results at the meeting are below.

Total common shares voted at the meeting                           21,981,591
Total common shares voted for the reorganization resolution        21,915,383
Per cent of common shares voted for the reorganization resolution       99.69%    

A report of voting results for the meeting will be filed under the bank's profile on SEDAR+ and on EDGAR.

The reorganization is targeted for completion by the end of October, 2026, subject to certain regulatory approvals, including approval by the Minister of Finance in Canada and the Federal Reserve Board in the United States. There can be no assurance that VersaBank will receive such regulatory approvals in a timely manner if at all.

About VersaBank

VersaBank is a North American bank with a difference. Federally chartered in both Canada and the United States, VersaBank has a branchless, digital, business-to-business model based on its proprietary technology designed to address underserved segments of the banking industry. VersaBank obtains substantially all of its deposits and undertakes the majority of its financing activities electronically through financial intermediary partners. In August, 2024, VersaBank launched its unique structured receivable program funding solution for point-of-sale finance companies, which has been deployed in Canada for over 15 years, to the U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., which provides cybersecurity services to address the rapidly growing volume of cyber threats challenging financial institutions, multinational corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology designed to enable the next generation of digital assets for the banking and financial community, including the bank's proprietary real bank tokenized deposits.

VersaBank's shares trade on the Toronto Stock Exchange and Nasdaq under the symbol VBNK.

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