National Bank of Canada Announces Conversion Rights for Non-cumulative 5-Year Rate Reset First Preferred Shares, Series 32

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MONTREAL, Dec. 19, 2019 /CNW Telbec/ - National Bank of Canada ("National Bank") (TSX: NA) announced today that it does not intend to exercise its right to redeem all or part of the currently outstanding 12,000,000 Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series 32 (the "Series 32 Preferred Shares") on February 15, 2020. As a result, subject to certain conditions, the holders of the Series 32 Preferred Shares have the right to convert all or part of their Series 32 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate First Preferred Shares Series 33 (the "Series 33 Preferred Shares") on February 15, 2020 in accordance with the terms of the Series 32 Preferred Shares described in the prospectus supplement dated October 2, 2014 to the short form base shelf prospectus dated October 5, 2012.

Holders of Series 32 Preferred Shares who do not exercise their right to convert their Series 32 Preferred Shares into Series 33 Preferred Shares on February 15, 2020 will retain their Series 32 Preferred Shares.

The foregoing conversions are subject to the conditions that: (i) if National Bank determines that there would remain outstanding on February 15, 2020 less than 1,000,000 Series 33 Preferred Shares, after having taken into account all Series 32 Preferred Shares tendered for conversion into Series 33 Preferred Shares, then holders of Series 32 Preferred Shares will not be entitled to convert their shares into Series 33 Preferred Shares, and (ii) alternatively, if National Bank determines that there would remain outstanding on February 15, 2020 less than 1,000,000 Series 32 Preferred Shares, after having taken into account all Series 32 Preferred Shares tendered for conversion into Series 33 Preferred Shares, then all remaining Series 32 Preferred Shares will automatically be converted into Series 33 Preferred Shares without the consent of the holders on February 15, 2020.

In either case, National Bank shall give a notice to that effect to all registered holders of Series 32 Preferred Shares no later than February 7, 2020.

On January 17, 2020, National Bank will give notice of:

1. the annual fixed dividend rate applicable to the Series 32 Preferred Shares to which a holder of Series 32 Preferred Shares will be entitled for the 5-year period from February 16, 2020 up to and including February 15, 2025; and
2. the floating quarterly dividend rate applicable to the Series 33 Preferred Shares to which a holder of Series 33 Preferred Shares will be entitled for the 3-month period from February 16, 2020 up to and including May 15, 2020.

Beneficial owners of Series 32 shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which will run from January 17, 2020 until January 31, 2020 at 5:00 p.m. (EST).

Caution Regarding Forward-Looking Statements
This press release includes certain forward-looking statements. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of the Bank. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf. The forward-looking information contained in this press release is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.

About National Bank of Canada
With $281 billion in assets as at October 31, 2019, National Bank of Canada, together with its subsidiaries, forms one of Canada's leading integrated financial groups. It has more than 25,000 employees in knowledge-intensive positions and has been recognized numerous times as a top employer and for its commitment to diversity. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities at nbc.ca or via social media such as Facebook, LinkedIn and Twitter.

SOURCE National Bank of Canada

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