Ms. Marianne Ratte of National Bank reports

NATIONAL BANK AND CANADIAN WESTERN BANK CONFIRM THAT THE PREVIOUSLY ANNOUNCED AMENDMENTS FOR THE CWB TIER 1 CAPITAL REORGANIZATION HAVE BEEN APPROVED

On Oct. 16, 2024, National Bank of Canada and Canadian Western Bank made plans for a Tier 1 capital reorganization, involving the amendments to the following Canadian Western securities:

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

The preferred share amendments

Canadian Western is pleased to announce the voting results from its special meetings of the holders of the Series 5 preferred shares and the Series 9 preferred shares, which were conducted today to approve certain amendments to the terms of the Series 5 preferred shares and the Series 9 preferred shares:

• Series 5 preferred shares: The resolution was approved by 95.48 per cent of the votes cast by Series 5 preferred shareholders.
• Series 9 preferred shares: The resolution was approved by 93.90 per cent of the votes cast by Series 9 preferred shareholders.

The amendments required the approval of 66-2/3rds per cent of the votes cast by the applicable series of Canadian Western preferred shareholders present or represented by proxy and entitled to vote at the applicable meeting. Copies of both reports of voting results will be available on Canadian Western's SEDAR+ profile.

The LRCN amendments

Canadian Western is also pleased to announce the results from the consent solicitation of the holders of the Series 1 LRCNs and Series 2 LRCNs to approve certain amendments to the indentures governing the Series 1 LRCNs and the Series 2 LRCNs. Written consent of the holders of a majority in principal amount of each series of LRCNs, as applicable, approving the amendments to the indentures of the Series 1 LRCNs and Series 2 LRCNs, was obtained.

The LRCN amendments required the written consent of the holders of a majority in principal amount of each of the outstanding series of LRCNs, and the consent solicitation cut-off time was today at 5 p.m. Mountain Time.

As previously announced, the preferred share amendments and the LRCN amendments have been proposed pursuant to Canadian Western's covenant in the transaction agreement for the previously announced acquisition of all of the common shares of Canadian Western by National Bank to take certain corporate actions prior to the completion of the transaction to permit the exchange of the Canadian Western preferred shares into new National Bank preferred shares and an early redemption of the LRCNs.

Implementation and consent fees

The implementation of the preferred share amendments and the LRCN amendments is conditional upon, among other things, 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 preferred share amendments is also subject to approval of the Toronto Stock Exchange to list the new first preferred shares of National Bank.

As further described in the management proxy circular of Canadian Western in respect of the meetings, and 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 voted, either in person or by proxy, regardless of whether such vote was for or against the applicable preferred share amendment.

As further described in the consent solicitation statements of Canadian Western in respect of the Series 1 LRCNs and Series 2 LRCNs, if the LRCN amendments come into force, Canadian Western will pay a consent fee to the holders of Series 1 LRCNs and Series 2 LRCNs in the amounts set out in the consent solicitation statements.

Notice to U.S. holders of Canadian Western preferred shares

National Bank has furnished a Form CB, which included Canadian Western's circular and related documents, with the U.S. Securities and Exchange Commission in respect of National Bank preferred shares to be offered or exchanged to U.S. holders of Canadian Western preferred shares in connection with the preferred share amendments. Investors and holders of Canadian Western preferred shares are urged to read such Form CB, circular, and all other relevant documents furnished with the SEC in connection with the offer or exchange, as well as any amendments or supplements to those documents. You are able to obtain a free copy of such Form CB and circular, as well as other related documents, at the SEC's website. The National Bank preferred shares that will be issued to U.S. holders of the preferred shares in connection with the preferred share amendments have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued in reliance on the exemption from the registration requirements of the securities act set forth in Rule 802 thereunder.

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, U.S. specialty finance and international, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange.

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.

As a public company on the TSX, Canadian Western trades under the symbols CWB (common shares), CWB.PR.B (Series 5 preferred shares) and CWB.PR.D (Series 9 preferred shares). 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.

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