National Bank of Canada Announces Completion of Preferred Share Offering for Total Gross Proceeds of $170 Million

Montreal, 14 January 2009 - 

National Bank of Canada (“National Bank”) today announced that it has completed the public offering of non-cumulative 5-year rate reset first preferred shares series 24 (the “Series 24 Preferred Shares”), at a price of $25.00 per share. The offering was made through a syndicate of underwriters led by National Bank Financial Inc. Prior to the closing of the offering, the underwriters agreed to purchase 1,800,000 additional Series 24 Preferred Shares through the underwriters’ option, bringing the total issue to 6,800,000 shares and gross proceeds of the offering to $170 million.

The Series 24 Preferred Shares commence trading on the Toronto Stock Exchange today under the symbol NA.PR.O.

The Series 24 Preferred Shares will yield 6.60% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending February 15, 2014. The first of such dividends, if declared, shall be payable on May 15, 2009. Thereafter, the dividend rate will reset every five years at a level of 463 basis points over the then 5-year Government of Canada bond yield.

Holders of the Series 24 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares series 25 (the “Series 25 Preferred Shares”), subject to certain conditions, on February 15, 2014, and on February 15th every five years thereafter. Holders of the Series 25 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 463 basis points.

The net proceeds of the offering will be used for general corporate purposes and qualify as Tier 1 capital for National Bank.

The Series 24 Preferred Shares and Series 25 Preferred Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This press release shall not constitute an offer to sell or a solicitation to buy securities in the United States.

About National Bank of Canada
National Bank of Canada is an integrated group which provides comprehensive financial services to consumers, small and medium-sized enterprises and large corporations in its core market, while offering specialized services to its clients elsewhere in the world. The National Bank offers a full array of banking services, including retail, corporate and investment banking. It is an active player on international capital markets and, through its subsidiaries, is involved in securities brokerage, insurance and wealth management as well as mutual fund and retirement plan management. National Bank has more than $129 billion in assets and, together with its subsidiaries, employs 17,146 people. The Bank’s securities are listed on the Toronto Stock Exchange (NA:TSX). For more information, visit the Bank’s website at www.nbc.ca.

Information (The telephone number provided below is for the exclusive use of journalists and other media representatives.):

Denis Dubé
Senior Manager – Public Relations
National Bank Financial Group
Tel.: 514-394-8644