Ms. Stephanie Rousseau reports

NATIONAL BANK OF CANADA ANNOUNCES CONVERSION RIGHTS AND DIVIDEND RATES FOR FIRST PREFERRED SHARES, SERIES 30 AND 31 (NVCC)

National Bank of Canada does not intend to exercise its right to redeem all or part of the currently outstanding 14 million non-cumulative five-year rate reset first preferred shares, Series 30, non-viability contingent capital (NVCC), on May 15, 2024. As a result, subject to certain conditions, the holders of the Series 30 shares will have the right to convert all or part of their Series 30 shares on a one-for-one basis into non-cumulative floating rate first preferred shares, Series 31 (NVCC), on May 15, 2024, in accordance with the terms of the Series 30 shares described in the prospectus supplement dated Jan. 31, 2014.

Holders who do not exercise their right to convert their Series 30 shares into Series 31 shares on May 15, 2024, will retain their Series 30 shares.

The foregoing conversions are subject to the conditions that:

• If the Bank determines that there would remain outstanding on May 15, 2024, less than 1,000,000 Series 31 Shares, after having taken into account all Series 30 Shares tendered for conversion into Series 31 Shares, then holders of Series 30 Shares will not be entitled to convert their shares into Series 31 Shares, or
• If the Bank determines that there would remain outstanding on May 15, 2024, less than 1,000,000 Series 30 Shares, after having taken into account all Series 30 Shares tendered for conversion into Series 31 Shares, then all remaining Series 30 Shares will automatically be converted into Series 31 Shares without the consent of the holders on May 15, 2024.

In either case, the Bank shall give a notice to that effect to all registered holders of Series 30 Shares no later than May 8, 2024.

Holders of Series 30 Shares, should any remain outstanding after May 15, 2024, will be entitled to receive fixed-rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the five-year period commencing on May 16, 2024, and ending on May 15, 2029, will be 6.191%, being equal to the sum of the five-year Government of Canada Bond yield (3.791%) plus 2.40%, as determined in accordance with the terms of the Series 30 Shares.

Holders of Series 31 Shares, should any be issued on May 15, 2024, will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the three-month period commencing on May 16, 2024, and ending on August 15, 2024, will be 7.380%, being equal to the sum of the 90-day Government of Canada Treasury Bill yield (4.98%) plus 2.40%, calculated on the basis of actual number of days elapsed in such quarterly floating rate period divided by 365, as determined in accordance with the terms of the Series 31 Shares.

Beneficial owners of Series 30 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 15, 2024, until April 30, 2024, at 5:00 p.m. (EDT).

About National Bank of Canada

With $434 billion in assets as at January 31, 2024, National Bank of Canada , is one of Canada's six systematically important banks. The Bank has approximately 30,000 employees in knowledge-intensive positions and operated through three business segments in Canada: Personal and Commercial Banking, Wealth Management and Financial Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA).

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