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 FIRST PREFERRED SHARES
National Bank has furnished a Form CB, which included CWB’s
management proxy circular relating to the amendments to the CWB
First Preferred Shares 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 amendments to the CWB First Preferred Shares.
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 have been issued to U.S.
holders of the CWB First Preferred Shares in connection with the
amendments to the CWB First Preferred Shares 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.
FORWARD-LOOKING INFORMATION
From time to time, National Bank and CWB make written and verbal
forward-looking statements. Statements of this type may be included
in this press release, in filings with Canadian and U.S. securities
regulators or in other communications such as media releases and
corporate presentations. 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. 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.
