National Bank completes acquisition of Canadian Western Bank

NO OFFER OR SOLICITATION
This press release is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, or a solicitation of a proxy or consent of any securityholder of any person in any jurisdiction. Any offers or solicitations will be made in accordance with the requirements under applicable law. The circulation of this press release may be subject to a specific regulation or restrictions in some countries. Consequently, persons in possession of this press release must familiarize themselves and comply with any restrictions that may apply to them.

NOTICE TO U.S. HOLDERS OF CWB COMMON SHARES
National Bank has filed a registration statement on Form F-80, which includes CWB’s management information circular and related documents, with the United States Securities and Exchange Commission (“SEC”) in respect of NBC common shares issued in the transaction to U.S. holders of CWB common shares. INVESTORS AND CWB SHAREHOLDERS ARE URGED TO READ SUCH REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a free copy of such registration statement, as well as other related filings, at the SEC’s website (www.sec.gov).

NOTICE TO U.S. HOLDERS OF CWB PREFERRED SHARES
National Bank has furnished a Form CB, which included CWB’s management proxy circular relating to the First Preferred Shares Amendments and related documents, with the SEC in respect of National Bank First Preferred Shares to be offered or exchanged to U.S. holders of CWB First Preferred Shares in connection with the First Preferred Shares Amendments. Investors and holders of CWB First 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, circular, as well as other related documents, at the SEC’s website (www.sec.gov). The National Bank First Preferred Shares that will be issued to U.S. holders of the First Preferred Shares in connection with the First Preferred Shares Amendments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) 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
With $462 billion in assets as of October 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 (TSX: NA). Follow National Bank’s activities at nbc.ca or via social media.

CWB preferred shares
CWB’s preferred shares trade on the Toronto Stock Exchange under the symbols “CWB.PR.B” (Series 5 preferred shares) and “CWB.PR.D” (Series 9 preferred shares).

FORWARD-LOOKING INFORMATION
From time to time, National Bank and CWB make written and verbal forward-looking statements. Statements of this type are included in this press release and may be included in filings with Canadian and U.S. securities regulators or in other communications such as media releases and corporate presentations. Forward-looking statements in this press release may include, but are not limited to, statements regarding the anticipated benefits and synergies for National Bank resulting from the transaction, the anticipated effect of the transaction on National Bank’s strategy, operations and financial performance, including its ability to enhance customer offerings nationally while maintaining a regional expertise, expand operations in Western Canada, leverage strengths from a larger combined network, and improve the depth and breadth of its banking capabilities, and the expected CWB Tier 1 capital reorganization and the amalgamation of National Bank and CWB and their respective timing. Forward-looking statements are typically identified by the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may increase”, “may impact”, “goal”, “focus”, “potential”, “proposed” and other similar expressions, or future or conditional verbs such as “will”, “should”, “would” and “could”.

By their very nature, forward-looking statements involve numerous assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that National Bank’s and/or CWB’s predictions, forecasts, projections, expectations, and conclusions will not prove to be accurate, that National Bank’s and/or CWB’s assumptions may not be correct, and that National Bank’s and/or CWB’s strategic goals will not be achieved.

Forward-looking statements in this press release are based on a number of assumptions and are subject to risk factors, many of which are beyond National Bank’s and CWB’s control and the impacts of which are difficult to predict. These risk factors include, but are not limited to, risks and uncertainties relating to the expected outcomes in connection with the transaction; National Bank’s inability to successfully integrate CWB upon completion of the transaction; the potential delay or failure to realize the anticipated benefits from the transaction; National Bank’s reliance upon publicly available information of CWB; potential undisclosed costs or liability associated with the transaction; and assumptions about future events, including economic conditions and proposed courses of action, based on National Bank and CWB management’s assessment of the relevant information available as of the date hereof; and National Bank’s and CWB’s ability to anticipate and manage the risks associated with these factors. It is important to note that the preceding list is not exhaustive of possible factors.

Additional information about certain factors and additional risk factors can be found in the “Risk Management” section of CWB’s 2024 Annual MD&A, in the “Risk Management” section of National Bank’s 2024 Annual Report, as well as in other reports and documents filed by National Bank and CWB with securities regulators or securities commissions from time to time and other documents that National Bank and CWB make public. These and other factors should be considered carefully, and readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause CWB’s and/or National Bank’s actual results to differ materially from the expectations expressed in such forward-looking statements. Any forward-looking statements contained in this press release represent CWB’s and National Bank’s views as of the date hereof. Unless required by law, neither CWB or National Bank undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time by or on behalf of CWB or National Bank. CWB and National Bank caution investors that these forward-looking statements are not guarantees of future performance and that actual events or results may differ significantly from these statements due to a number of factors.