Canada Gazette, Part I, Volume 159, Number 6: MISCELLANEOUS NOTICES

February 8, 2025

CANADIAN WESTERN BANK

REDUCTION OF STATED CAPITAL

As required under subsection 75(5) of the Bank Act (Canada), notice is hereby given that Canadian Western Bank (the “Bank”) intends to apply to the Superintendent of Financial Institutions (Canada) for approval to reduce the stated capital of each of (i) the common shares of the Bank, and (ii) the first preferred shares of the Bank, in each case in accordance with a special resolution to be passed by the sole shareholder of the Bank following completion of the Bank’s capital reorganization on February 20, 2025, whereupon the Bank will become a wholly owned subsidiary of National Bank of Canada. A copy of the resolution is provided below.

“RESOLVED, AS A SPECIAL RESOLUTION, THAT

  1. The stated capital of the Bank be reduced by (a) reducing the stated capital account maintained by the Bank for its Common Shares to $1.00; and (b) reducing the stated capital account maintained by the Bank for its First Preferred Shares to $1.00, with such reduction in the capital account maintained by the Bank for its First Preferred Shares to be applied ratably across all series of First Preferred Shares; in each case, without any payment or distribution being made to the sole shareholder of the Bank at that time and with such reductions being effective immediately prior to the effective time of the proposed amalgamation of the Bank and National Bank of Canada, and in each case subject to:
    • a. Receipt of approval in writing by the Superintendent of Financial Institutions (Canada) required under subsection 75(4) of the Bank Act (Canada); and
    • b. The Bank’s President and Chief Executive Officer and the Bank’s Chief Financial Officer both being satisfied that the reduction of stated capital of the Bank would not cause the Bank to be in contravention of any regulation referred to in, or direction made pursuant to, section 485 of the Bank Act (Canada).
  2. Any director or officer of the Bank be and hereby is authorized and directed, for and on behalf of the Bank, to execute and deliver all such documents and to do such other acts or things that such director or officer determines to be necessary or desirable to give effect to the foregoing resolutions, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The publication of this notice should not be construed as evidence that approval will be issued for the reduction of capital. The granting of the approval will be dependent upon the usual Bank Act (Canada) review process and the discretion of the Superintendent of Financial Institutions.

Edmonton, February 8, 2025

Canadian Western Bank