National Bank of Canada Announces Conversion Rights for Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series 40 Non-Viability Contingent Capital (NVCC) (the "Series 40 Shares")

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MONTREAL, April 4, 2023 /CNW/ - 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 Series 40 Shares on May 15, 2023. As a result, subject to certain conditions, the holders of the Series 40 Shares have the right to convert all or part of their Series 40 Shares on a one-for-one basis into Non-Cumulative Floating Rate First Preferred Shares, Series 41 (NVCC) (the "Series 41 Shares") on May 15, 2023, in accordance with the terms of the Series 40 Shares described in the prospectus supplement dated January 15, 2018.

Holders who do not exercise their right to convert their Series 40 Shares into Series 41 Shares on May 15, 2023, will retain their Series 40 Shares.

The foregoing conversions are subject to the conditions that: (i) if National Bank determines that there would remain outstanding on May 15, 2023, less than 1,000,000 Series 41 Shares, after having taken into account all Series 40 Shares tendered for conversion into Series 41 Shares, then holders of Series 40 Shares will not be entitled to convert their shares into Series 41 Shares, and (ii) alternatively, if National Bank determines that there would remain outstanding on May 15, 2023, less than 1,000,000 Series 40 Shares, after having taken into account all Series 40 Shares tendered for conversion into Series 41 Shares, then all remaining Series 40 Shares will automatically be converted into Series 41 Shares without the consent of the holders on May 15, 2023.

In either case, National Bank shall give a notice to that effect to all registered holders of Series 40 Shares no later than May 8, 2023.

On April 17, 2023, National Bank will give notice of:

(i)	the annual fixed dividend rate applicable to the Series 40 Shares to which a holder of Series 40 Shares will be entitled for the 5-year period from May 16, 2023, up to and including May 15, 2028; and
(ii)	the floating quarterly dividend rate applicable to the Series 41 Shares to which a holder of Series 41 Shares will be entitled for the 3-month period from May 16, 2023, up to and including August 15, 2023.

Beneficial owners of Series 40 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 April 17, 2023, until May 1, 2023, at 5:00 p.m. (EDT).

Caution Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements. These statements are based on a number of assumptions and are subject to risk factors, inherent risks and uncertainties, many of which are beyond National Bank's control and the impacts of which are difficult to predict. 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. 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 $418 billion in assets as at January 31, 2023, National Bank of Canada, together with its subsidiaries, forms one of Canada's leading integrated financial groups. The Bank has approximately 30,000 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

Marie-Pierre Jodoin, Senior Manager, Public Affairs and Corporate Social Responsibility, National Bank of Canada, [email protected], Tel.: [phone]