National Bank Management Proxy Circular Now Available

Women represent 44% of candidates for the Board of Directors

MONTREAL, March 5, 2015 /CNW Telbec/ - National Bank of Canada (NA: TSX) announced today that it has filed with securities regulators and is mailing to shareholders its Notice of Annual Meeting, to be held on April 15, 2015 in Drummondville, Quebec, as well as its Management Proxy Circular.
The Circular is available at www.nbc.ca/circular.

In particular, the Circular contains detailed information on the Bank's Annual Meeting, the nominees for a director position and the Board's approach to executive compensation for the fiscal year ended October 31, 2014. All proposed candidates this year are currently National Bank Directors, except for Andrée Savoie. Gérard Coulombe will not be seeking to renew his mandate as a Director.

"On behalf of the Bank's shareholders and employees, I would like to sincerely thank Mr. Coulombe for his unwavering commitment to National Bank. Since 1994, he has helped advance the organization's governance and business while sharing his extensive knowledge with his colleagues on the Board, to the benefit of the entire Bank," said Jean Houde, Chairman of the Board of Directors.

With the proposed appointment of Andrée Savoie, President and Managing Director of Acadian Construction Limited, 44% of this year's director candidates are women. This level is higher than the target of 30% female representation set by the Board of Directors. This high level of representation, along with the fact that 41% of management positions are held by women, confirms National Bank's leadership in terms of diversity Canada-wide. National Bank is also involved in the Catalyst Accord, an initiative that brings together a number of large corporations and aims to increase the number of women on corporate boards of directors in Canada.

Outstanding financial performance

Once again this year, the Bank stood out for its sustained business growth, mainly due to the balanced diversification of its activities. Total earnings excluding specified items grew by 8% to reach $5,638 million. Diluted earnings per share excluding specified items rose by 11%, bringing the total for the year to $4.48.

When both stock appreciation and dividends are considered, National Bank represented the best investment among the big Canadian banks in 2014, with total shareholder return above 21%. This outstanding performance is also evident over longer timeframes, as shown by our average total revenue over the past five years and over the past ten years. With the recent announcement of a ninth dividend increase since 2010 (for an annualized amount of $2.00 per share), the Bank is well-placed to maintain its position as a Canadian banking industry leader in terms of shareholder return.

"The Bank's activities were more diverse than ever in 2014," continued Mr. Houde. "The share of Bank revenues from CWA reached 40% as a result of our strong presence in many Canadian cities. Our financial performance remained strong last fiscal year as National Bank accelerated its transformation to better meet the needs of all clients. The number of clients doing business with National Bank continues to grow and employee engagement remains solid."

For fiscal 2014, given the Bank's strong performance and the positioning of the compensation of its President and Chief Executive Officer, Louis Vachon, compared to the market, the Board of Directors has approved a target total direct compensation of $8,239,320.

During the Annual Meeting, National Bank's Board of Directors will again put its executive compensation approach to a shareholder advisory vote, having been one of the first to do so in Canada.

The Circular also includes information related to the Board of Directors and its committees, the election of directors and the appointment of the independent auditor, as well as proposals submitted by a shareholder.

About National Bank of Canada
With $214 billion in assets as at January 31, 2015, National Bank of Canada (www.nbc.ca), together with its subsidiaries, forms one of Canada's leading integrated financial groups. The Bank has more than 20,000 employees and is widely recognized as a top employer. The Bank's securities are listed on the Toronto Stock Exchange (NA: TSX). Follow the Bank's activities via social media and learn more about its extensive community involvement at clearfacts.ca and commitment.nationalbank.ca.

SOURCE National Bank of Canada

(The telephone numbers provided below are for the exclusive use of journalists and other media representatives.): Claude Breton, Vice-President - Public Affairs and Investor Relations, National Bank of Canada, Tel.: [phone]; Hélène Baril, Senior Manager - Community Relations, National Bank of Canada, Tel.: [phone]