Ms. Marianne Ratte reports

NATIONAL BANK AND CANADIAN WESTERN BANK ANNOUNCE CWB TIER 1 CAPITAL REORGANIZATION

National Bank of Canada and Canadian Western Bank today released a planned reorganization of Canadian Western's Tier 1 capital in the context of the previously announced proposed acquisition of all of the common shares of Canadian Western by National Bank.

The proposed amendments will permit the exchange of Canadian Western's preferred shares into new National Bank preferred shares and an early redemption of Canadian Western's LRCNs (each as defined below).

The Tier 1 capital reorganization involves and requires amendments to the following Canadian Western securities:

• $125-million first preferred shares Series 5 (non-viability contingent capital (NVCC));
• $125-million first preferred shares Series 9 (NVCC);
• $175-million 6.00-per-cent limited recourse capital notes Series 1 (NVCC) (subordinated indebtedness) (the Series 1 LRCNs);
• $150-million 5.00-per-cent limited recourse capital notes Series 2 (NVCC) (subordinated indebtedness).

The amendments are being proposed pursuant to Canadian Western's covenant in the transaction agreement for the transaction to take certain corporate actions at the request of National Bank prior to the completion of the transaction. The implementation of the proposed amendments will be conditional upon the completion of the transaction, which requires approval by the Superintendent of Financial Institutions (Canada) and the Minister of Finance (Canada). The implementation of the proposed amendments is also subject to regulatory approvals and approval of the Toronto Stock Exchange (the TSX) to list the National Bank preferred shares (as defined below).

The preferred share amendments

Canadian Western has called a meeting of the (i) holders of the Series 5 preferred shares, and (ii) holders of the Series 9 preferred shares to approve certain amendments to the terms of the preferred shares.

The preferred share amendments will make the preferred shares exchangeable, following the closing of the transaction, into new first preferred shares of National Bank having substantially the same rights, privileges, restrictions and conditions as the preferred shares, including that shown in the attached table.

The preferred share amendments will be further described in the notice of meetings and management proxy circular of Canadian Western, which will be mailed to holders of the preferred shares. Holders of the preferred shares are urged to read and carefully consider the information contained in the circular.

The meeting of the holders of the Series 5 preferred shares and the meeting of the holders of the Series 9 preferred shares will be held on Nov. 28, 2024, at 10 a.m. Mountain Time. The record date for determining the holders of preferred shares entitled to vote at the respective meetings is Oct. 24, 2024, at 5 p.m. Mountain Time. Holders of preferred shares entitled to vote at the respective meetings as of the record date shall have one vote for every Series 5 preferred share or Series 9 preferred share held by such holder, as applicable.

As will be described in the circular, holders of the preferred shares are expected to benefit from receiving a security with substantially the same rights, privileges, restrictions and conditions issued by a larger organization. To facilitate the exchange process, subject to the preferred share amendments coming into force, a consent fee of 50 cents per preferred share will be payable to the holders of preferred shares who vote, either in person or by proxy regardless of whether such vote is for or against the applicable preferred share amendment.

The proposed amendments to the Series 5 preferred shares and to the Series 9 preferred shares require approval by the affirmative vote of at least two-thirds of the votes cast at a meeting of the holders of the Series 5 preferred shares and the Series 9 preferred shares, respectively, at which holders of not less than one-third of the Series 5 preferred shares and the Series 9 preferred shares, as applicable, then outstanding are present in person or represented by proxy (subject to lower quorum requirements at an adjourned meeting as will be described in the circular).

The LRCN amendments

Canadian Western has commenced a solicitation of written consents from the (i) holders of the Series 1 LRCNs, and (ii) holders of the Series 2 LRCNs to approve certain amendments to the (i) trust indenture dated as of Oct. 30, 2020, between Canadian Western and Computershare Trust Company of Canada, as trustee, and (ii) trust indenture dated as of March 25, 2021, between Canadian Western and Computershare, as trustee, respectively.

The LRCN amendments will make the LRCNs redeemable following the closing of the transaction. The LRCN amendments will be further described in the consent solicitation statement which will be mailed to holders of the LRCNs. Holders of the LRCNs are urged to read and carefully consider the information contained in the solicitation statement.

The record date for determining holders of LRCNs entitled to consent to the LRCN amendments is Oct. 16, 2024, at 5 p.m. Mountain Time. The proposed amendments to the Series 1 indenture and to the Series 2 indenture require the written consent of holders of a majority in principal amount of the outstanding Series 1 LRCNs and of holders of a majority in principal amount of the outstanding Series 2 LRCNs, respectively. The consent solicitation will expire at 5 p.m. Mountain Time, on Nov. 28, 2024, unless otherwise extended or terminated by Canadian Western. Please note that, for beneficial holders of LRCNs holding through intermediaries in the CDS depositary and clearing system, CDS participants may set deadlines for the return of consent instructions that are well in advance of this time.

As will be described in the solicitation statement, if the LRCN amendments are approved and come into force by the execution of a supplemental indenture to each of the indentures, CWB will pay a consent fee to the holders of Series 1 LRCNs as of the record date of the LRCNs equal to $33.00 per $1,000 principal amount of the Series 1 LRCNs held; provided that such consent fee will decrease to: (i) $23.00 per $1,000 principal amount if the LRCN amendments only come into force after June 30, 2025, but on or before Dec. 31, 2025; and (ii) $10.00 per $1,000 principal amount if the LRCN amendments only come into force on or after Jan. 1, 2026. Holders of Series 2 LRCNs as of the record date of the LRCNs will also be entitled to the payment of a consent fee equal to $27.00 per $1,000 principal amount of the Series 2 LRCNs held; provided that such consent fee will decrease to: (i) $21.00 per $1,000 principal amount if the LRCN amendments only come into force after June 30, 2025, but on or before Dec. 31, 2025; and (ii) $10.00 per $1,000 principal amount if the LRCN amendments only come into force on or after Jan. 1, 2026.

For assistance or further information

The preferred shares: National Bank Financial Inc. is acting as proxy solicitation agent, and Kingsdale Advisors is acting as the proxy solicitation and information agent for the preferred shares pursuant to meetings to be held on Nov. 28, 2024. If you have any questions or need assistance, please contact Kingsdale Advisors by telephone at 1-866-851-3215 (toll-free in North America) or 1-437-561-5012 (text and call enabled outside North America), or by e-mail at contactus@kingsdaleadvisors.com, or National Bank Financial at 416-869-6660, or by e-mail at CWB_capital_reorganization@nbc.ca.

The LRCNs: National Bank Financial is acting as solicitation agent for the solicitations of consents, and Kingsdale Advisors is acting as solicitation and information agent. Questions concerning the consent solicitation, requests for assistance in completing the consent or other requests for assistance should be directed to Kingsdale Advisors at 1-866-851-3215 (toll-free in North America) or 1-437-561-5012 (text and call enabled outside North America), or by e-mail at contactus@kingsdaleadvisors.com, or to National Bank Financial at 416-869-8639, or by e-mail at CWB_capital_reorganization@nbc.ca.

About National Bank of Canada

With $454-billion in assets as at July 31, 2024, National Bank is one of Canada's six systemically important banks. National Bank has approximately 30,000 employees in knowledge-intensive positions and operates through three business segments in Canada: personal and commercial banking, wealth management and financial markets. A fourth segment, United States specialty finance and international, complements the growth of its domestic operations.

About Canadian Western Bank

Canadian Western Bank 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 Bank provides its nationwide clients with full-service business and personal banking, specialized financing, comprehensive wealth management offerings, and trust services. Clients choose Canadian Western Bank for a differentiated level of service through specialized expertise, customized solutions, and faster response times relative to the competition. Canadian Western Bank people take the time to understand its clients and their business, and work as a united team to provide holistic solutions and advice.

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