The Toronto Stock Exchange reports that effective at 6 a.m. Mountain Time on Feb. 20, 2025, each outstanding non-cumulative five-year rate reset first preferred share, Series 9 (non-viability contingent capital (NVCC)), of Canadian Western Bank (CWB) (symbol CWB.PR.B) shall be transferred automatically to National Bank of Canada (NBC) in exchange for one non-cumulative first preferred share, Series 49 (NVCC), of NBC, having substantially the same rights, privileges, restrictions and conditions as the CWB Series 9 preferred shares, without further action by the holders thereof, by NBC or by CWB.

According to the TSX, NBC acquired all of the issued and outstanding common shares of CWB on Feb. 3, 2025, other than those beneficially owned by NBC, pursuant to the terms of a definitive agreement entered into between CWB and NBC on June 11, 2024. The exchange is being effected pursuant to certain amendments to the terms of the CWB Series 9 preferred shares, which were approved at a special meeting of holders of CWB Series 9 preferred shares held on Nov. 28, 2024. The share term amendments, which came into force on Feb. 4, 2025, following completion of the acquisition, made the CWB Series 9 preferred shares exchangeable, at the option of CWB, exercisable for a period of 180 days following the closing of the acquisition, into NBC Series 49 preferred shares, having substantially the same rights, privileges, restrictions and conditions as the CWB Series 9 preferred shares. On Feb. 4, 2025, CWB exercised the exchange option and provided a notice of exchange to the holders of CWB Series 9 preferred shares.

As a result of the above and pursuant to the notice of exchange, the NBC Series 49 preferred shares will be listed and posted for trading on the TSX under the symbol NA.PR.K and with Cusip No. 63307P 76 3, in substitution for the currently listed CWB Series 9 preferred shares, which will be delisted at that time.

The TSX reports that there will be five million NBC Series 49 preferred shares issued at the open on Feb. 20, 2025. The NBC Series 49 preferred shares will trade in Canadian dollars. The transfer agent and registrar is Computershare Trust Company of Canada, at its principal offices in Vancouver, Calgary, Toronto and Montreal. The designated market-maker is TD Securities Inc. Dividends will be paid quarterly on the last day of January, April, July and October in each year. The initial dividend of 47.81875 cents per NBC Series 49 preferred share will be paid on April 30, 2025.

According to the TSX, the NBC Series 49 preferred shares will not be redeemable before April 30, 2029. They will be redeemable on April 30, 2029, and on April 30 in every fifth year thereafter, at a price of $25 per NBC Series 49 preferred share, together with any declared and unpaid dividends to the date fixed for redemption. At the option of the holder, the NBC Series 49 preferred shares will be convertible on April 30, 2029, and on April 30 in every fifth year thereafter, into non-cumulative first preferred shares, Series 48 (NVCC), of NBC.

As the CWB Series 9 preferred shares are held through the book-entry-only system of CDS and no individual certificates are issued, holders of CWB Series 9 preferred shares need not take any action to receive the NBC Series 49 preferred shares to which they are entitled. For more information, see CWB's management proxy circular with respect to the proposed preferred share term amendments dated Oct. 25, 2024, and CWB's news releases dated Oct. 16, 2024, Nov. 28, 2024, and Feb. 3, 2025, available on SEDAR+. The TSX has also issued a separate bulletin regarding the substitutional listing of the non-cumulative first preferred share, Series 47 (NVCC), of NBC in substitution for the non-cumulative five-year rate reset first preferred share, Series 5 (NVCC), of CWB.