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National Bank receives Competition Bureau clearance for acquisition of Canadian Western Bank

T.CWB, T.NA | September 26, 2024

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Aligned with National Bank's strategic plan to accelerate growth across all its business lines in Canada
Provides customers an expanded product and service offering nationally, extensive banking centre network and common customer experience culture
Maintains branch footprint and Edmonton-based executive and operational presence
Combination creates stronger competitor, and provides more choice for Canadians

MONTREAL and EDMONTON, AB, Sept. 26, 2024 /CNW/ - National Bank of Canada ("National Bank") (TSX: NA) and Canadian Western Bank ("CWB") (TSX: CWB) today announced that National Bank received the Competition Bureau's clearance for National Bank's previously announced proposed acquisition of CWB. The proposed transaction also requires approval by the Office of the Superintendent of Financial Institutions and the Minister of Finance.

"We are pleased that the Competition Bureau has concluded its review of this transaction, and to have its approval to bring together these two great banks which have a complementary footprint in personal and commercial banking. Once the remainder of the regulatory approvals processes are complete, we look forward to joining forces with the CWB team so that together, we deliver a stronger banking choice for all Canadians and Canadian businesses," said Laurent Ferreira, President and CEO of National Bank.

"This positive news from the Competition Bureau is a major step forward in uniting National Bank and CWB," said Chris Fowler, CEO of CWB. "This decision preserves the tremendous value the transaction represents for our clients, teams, communities and shareholders."

ABOUT NATIONAL BANK

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 (TSX: NA). Follow National Bank's activities at nbc.ca or via social media.

ABOUT CWB

CWB is the only full-service bank in Canada with a strategic focus to meet the unique financial needs of businesses and their owners. CWB provides its nationwide clients with full-service business and personal banking, specialized financing, comprehensive wealth management offerings, and trust services. Clients choose CWB for a differentiated level of service through specialized expertise, customized solutions, and faster response times relative to the competition. CWB 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, CWB trades under the symbols "CWB" (common shares), "CWB.PR.B" (Series 5 preferred shares) and "CWB.PR.D" (Series 9 preferred shares). CWB is firmly committed to the responsible creation of value for all its stakeholders and its approach to sustainability will support its continued success. Learn more at www.cwb.com.

FORWARD-LOOKING INFORMATION

Certain statements in this press release are forward-looking statements. All such statements are made in accordance with applicable securities legislation in Canada and the United States. Forward-looking statements in this press release may include, but are not limited to, statements made about the proposed transaction, the anticipated benefits and synergies for National Bank resulting from the proposed transaction; statements regarding the anticipated effect of the proposed transaction on National Bank's strategy, operations and financial performance, including accelerating growth across all business lines, expanded product and service offerings, cost and funding synergies, benefits of scale, branch network, and the combined entity's increased competitive strength within the Canadian banking sector; the timing and ability of National Bank and CWB to obtain the remainder of the required regulatory approvals, the anticipated timing for the completing of the proposed transaction and the location of executive and operational leadership. These forward-looking statements are typically identified by verbs or words such as "outlook", "believe", "foresee", "forecast", "anticipate", "estimate", "project", "expect", "intend" and "plan", in their future or conditional forms, notably verbs such as "will", "may", "should", "could" or "would", as well as similar terms and expressions. Such forward-looking statements are made for the purpose of assisting the holders of National Bank's securities in understanding National Bank's vision, strategic objectives, and performance targets, and may not be appropriate for other purposes.

These forward-looking statements are based on current expectations, estimates, assumptions and intentions believed by National Bank to be reasonable as at the date of this press release and are subject to uncertainty and inherent risks, many of which are beyond National Bank's control. Assumptions about the performance of the Canadian and U.S. economies in 2024, and how that performance will affect National Bank's business are among the factors considered in setting National Bank's strategic priorities and objectives. Assumptions underlying forward-looking statements included in this press release also include the expected timing of completion of the proposed transaction and the conditions precedent to the closing of the proposed transaction (including the required approvals); that the proposed transaction will be completed on the terms currently contemplated; National Bank's ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the proposed transaction; National Bank's ability to otherwise complete the integration of CWB within anticipated time periods and at expected cost levels; National Bank's ability to attract and retain key employees in connection with the proposed transaction; management's estimates and expectations in relation to future economic and business conditions and other factors in relation to the proposed transaction and resulting impact on growth and various financial metrics; the realization of the expected strategic, financial and other benefits of the proposed transaction in the timeframe anticipated; the accuracy and completeness of public and other disclosure (including financial disclosure) by CWB; the absence of significant undisclosed costs or liabilities associated with the proposed transaction; assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information available as of the date hereof; and assumptions about the satisfaction of all closing conditions. Additional assumptions relating to National Bank appear in the Economic Review and Outlook section and, for each business segment, in the Economic and Market Review sections of National Bank's annual report for the year ended October 31, 2023 (the "2023 Annual Report") and in the Economic Review and Outlook section of National Bank's report to shareholders for the three and nine-month periods ended July 31, 2024, and may be updated in the quarterly reports to shareholders filed thereafter.

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 control and the impacts of which are difficult to predict. These risk factors include, among others, risks and uncertainties relating to the expected regulatory processes and outcomes in connection with the proposed transaction; National Bank's inability to successfully integrate CWB upon completion of the proposed transaction; the possible delay or failure to close the proposed transaction; the potential failure to realize anticipated benefits from the proposed transaction; the potential failure to obtain the required approvals to the proposed transaction in a timely manner or at all; National Bank's reliance upon publicly available information of CWB; potential undisclosed costs or liability associated with the proposed transaction; National Bank or CWB being adversely impacted during the pendency of the proposed transaction; the general economic environment and financial market conditions in Canada, the United States, and the other countries where National Bank operates; the impact of upheavals in the U.S. banking industry; exchange rate and interest rate fluctuations; inflation; global supply chain disruptions; higher funding costs and greater market volatility; changes made to fiscal, monetary, and other public policies; changes made to regulations that affect National Bank's business; geopolitical and sociopolitical uncertainty; climate change, including physical risks and those related to the transition to a low-carbon economy, and National Bank's ability to satisfy stakeholder expectations on environmental and social issues; significant changes in consumer behaviour; the housing situation, real estate market, and household indebtedness in Canada; National Bank's ability to achieve its key short-term priorities and long-term strategies; the timely development and launch of new products and services; National Bank's ability to recruit and retain key personnel; technological innovation, including advances in artificial intelligence and the open banking system, and heightened competition from established companies and from competitors offering non-traditional services; changes in the performance and creditworthiness of National Bank's clients and counterparties; National Bank's exposure to significant regulatory matters or litigation; changes made to the accounting policies used by National Bank to report financial information, including the uncertainty inherent to assumptions and critical accounting estimates; changes to tax legislation in the countries where National Bank operates; changes made to capital and liquidity guidelines as well as to the presentation and interpretation thereof; changes to the credit ratings assigned to National Bank by financial and extra-financial rating agencies; potential disruptions to key suppliers of goods and services to National Bank; the potential impacts of disruptions to National Bank's information technology systems, including cyberattacks as well as identity theft and theft of personal information; the risk of fraudulent activity; possible impacts of major events affecting the economy, market conditions of National Bank's outlook, including international conflicts, natural disasters, public health crises, and the measures taken in response to these events; and other risk factors described in the Risk Management section of the 2023 Annual Report and in the Risk Management section of the Report to Shareholders for the third quarter of 2024, as well as other risks detailed from time to time in reports filed by National Bank with securities regulators or securities commissions or other documents that National Bank makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

There is a strong possibility that National Bank's express or implied predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that its assumptions may not be confirmed and that its vision, strategic objectives, and performance targets will not be achieved. Thus, National Bank recommends that readers not place undue reliance on these forward-looking statements, as a number of factors could cause actual results to differ significantly from the expectations, estimates, or intentions expressed in these forward-looking statements. The foregoing list of risk factors is not exhaustive, and the forward-looking statements made in this press release are also subject to credit risk, market risk, liquidity and funding risk, operational risk, regulatory compliance risk, reputation risk, strategic risk, and social and environmental risk, as well as certain emerging risks or risks deemed significant.

Additional information about these and other factors is provided in the 2023 Annual Report and the Report to Shareholders for the third quarter of 2024 and may be updated in the quarterly reports to shareholders filed thereafter. Investors and others who rely on National Bank's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Except as required by law, National 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. National Bank cautions 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.