CWB Common Shareholders Approve Transaction with National Bank of Canada

EDMONTON, AB, Sept. 3, 2024 /CNW/ - Canadian Western Bank (TSX: CWB) ("CWB") is pleased to announce the voting results from its special meeting of common shareholders ("CWB Shareholders") conducted today (the "Meeting") in connection with National Bank of Canada's ("NBC") proposal to acquire all of the issued and outstanding CWB common shares ("CWB Shares") by way of a share exchange (the "Transaction").

The Transaction requires the approval of 66⅔% of the votes cast by CWB Shareholders present or represented by proxy and entitled to vote at the Meeting (the "Required Shareholder Approval"). At the Meeting, the resolution approving the Transaction was approved by 99.78% of the votes cast by CWB Shareholders. A copy of the report of voting results will be available on CWB's SEDAR+ profile at www.sedarplus.com and on CWB's website at www.cwb.com/special-meeting-of-common-shareholders.

In addition to receipt of the Required Shareholder Approval, the completion of the Transaction is subject to the receipt of required regulatory approvals and the satisfaction or waiver of other customary conditions. Assuming that the remaining conditions are satisfied, it is expected that the Transaction will be completed in 2025.

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.

CWB is firmly committed to the responsible creation of value for all of its stakeholders and its approach to sustainability will support its continued success. Learn more at www.cwb.com.

Forward Looking Statements

From time to time, CWB makes written and verbal forward-looking statements. Statements of this type are included in this press release and may be included in filings with Canadian 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 timing for the closing of the Transaction. 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 CWB's predictions, forecasts, projections, expectations, and conclusions will not prove to be accurate, that CWB's assumptions may not be correct, and that 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 CWB's control and the impacts of which are difficult to predict. These factors include, but are not limited to, expected timing of completion of the Transaction and the conditions precedent to the closing of the Transaction (including the required regulatory approvals); that the Transaction will be completed on the terms currently contemplated; 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 our 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 can be found in the Risk Management section of CWB's 2023 Annual MD&A and in the Risks Related to the Transaction section of CWB's Management Proxy Circular for the Meeting (the "Circular"). These and other factors should be considered carefully, and CWB Shareholders are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause CWB'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 views as of the date hereof. Unless required by law, CWB does not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time by CWB or on CWB's behalf. The forward-looking statements contained in this press release are presented for the purpose of assisting readers in understanding our financial position and results of operations as at and for the periods ended on the dates presented, as well as CWB's strategic priorities and objectives, and may not be appropriate for other purposes.

Notice to U.S. Holders

NBC has filed a registration statement on Form F-80, which includes the Circular and related documents, with the United States Securities and Exchange Commission ("SEC") in respect of NBC common shares to be offered or issued in the Transaction to U.S. holders of CWB Shares. INVESTORS AND CWB SHAREHOLDERS ARE URGED TO READ SUCH REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of such registration statement, as well as other related filings, at the SEC's website (www.sec.gov).

SOURCE CWB Financial Group

For Further Information Contact: Chris Williams, AVP, Investor Relations, Canadian Western Bank, Tel.: [phone], [email protected]