Mr. Claude Breton reports

NATIONAL BANK OF CANADA ANNOUNCES NVCC PREFERRED SHARE OFFERING

National Bank of Canada has entered into an agreement with a group of underwriters led by National Bank Financial Inc. for the issuance on a bought-deal basis of 10 million non-cumulative five-year rate-reset first preferred shares, Series 34 (non-viability contingent capital), at a price of $25 per share, to raise gross proceeds of $250-million.

National Bank has granted the underwriters an option to purchase, on the same terms, up to an additional two million Series 34 preferred shares. This option is exercisable in whole or in part by the underwriters at any time up to two business days prior to closing. The gross proceeds raised under the offering will be $300-million should this option be exercised in full.

The Series 34 preferred shares will yield 5.6 per cent annually, payable quarterly, as and when declared by the board of directors of National Bank, for the initial period ending May 15, 2021. The first of such dividends, if declared, shall be payable on May 15, 2016. Thereafter, the dividend rate will reset every five years at a level of 490 basis points over the then five-year government of Canada bond yield. Subject to regulatory approval, National Bank may redeem the Series 34 preferred shares in whole or in part at par on May 15, 2021, and on May 15 every five years thereafter.

Holders of the Series 34 preferred shares will have the right to convert their shares into an equal number of non-cumulative floating-rate first preferred shares, Series 35 (non-viability contingent capital), subject to certain conditions, on May 15, 2021, and on May 15 every five years thereafter. Holders of the Series 35 preferred shares will be entitled to receive quarterly floating dividends, as and when declared by the board of directors of National Bank, equal to the 90-day government of Canada treasury bill rate plus 489 basis points.

The net proceeds of the offering will be used for general corporate purposes and added to National Bank's capital base. The expected closing date is on or about Jan. 22, 2016. National Bank intends to file in Canada a prospectus supplement to its Dec. 1, 2014, base shelf prospectus in respect of this issue.

We seek Safe Harbor.