National Bank of Canada Announces Offers to Purchase Preferred Shares at Premiums to Current Trading Prices

Montreal, 24 February 2011 - 

National Bank of Canada (the “Bank”) (TSX: NA) announced today that it intends to make an offer to purchase (the “Offers”) all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 21 (the “Preferred Shares Series 21”), all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 24 (the “Preferred Shares Series 24”), and all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 26 (the “Preferred Shares Series 26”, and together with the Preferred Shares Series 21 and the Preferred Shares Series 24, the “Preferred Shares”).

Holders of the Preferred Shares (the “Shareholders”) will have the opportunity to tender all or a portion of their Preferred Shares for the applicable purchase price payable in cash. The purchase price for each of the Preferred Shares is as follows:

(i)    
$26.81 per Preferred Share Series 21, representing a 2.8% premium over the February 23, 2011 closing price;

ii)    
$28.03 per Preferred Share Series 24, representing a 2.5% premium over the February 23, 2011 closing price;

(iii)  
$28.03 per Preferred Share Series 26, representing a 2.4% premium over the February 23, 2011 closing price.

In addition, Shareholders of record as of April 8, 2011 (including Shareholders who tender their Preferred Shares under the Offers) will also be entitled to the regularly scheduled dividend payment on May 15, 2011.

The Bank believes that the Offers provide an opportunity for holders of Preferred Shares to realize all or a portion of their investment at a premium to the market prior to the announcement of the Offers.  The Bank also believes that the Offers represent an appropriate use of its available cash and is part of prudent capital management practice by the Bank in accordance with its capital plan to meet regulatory requirements.

The take up of the Preferred Shares tendered pursuant to the Offers will be financed from the Bank's existing cash reserves. Preferred Shares acquired pursuant to the Offers will be cancelled.  The Offers are not subject to any minimum number of Preferred Shares being deposited but are subject to customary conditions, including obtaining all regulatory approvals required.

Shareholders can tender their Preferred Shares in accordance with the terms and subject to the conditions set forth in the Offers to be contained in an issuer bid circular which will be filed with applicable Canadian securities regulators and mailed to Shareholders. The Bank expects to mail the circular on or about March 4, 2011. The Bank advises its Shareholders to read the circular when it is available, as it contains important information.  The circular will also be available at www.sedar.com.

Computershare Investor Services Inc. will serve as the depositary. It is expected that the Offers will expire at 5:00 p.m. (Montréal time) on April 11, 2011 or at such later time and date to which the Offers may be extended by the Bank.

Caution Regarding Forward-Looking Statements
This press release includes certain forward-looking statements. These forward-looking statements include, but are not limited to, National Bank of Canada (the Bank)’s plans, objectives, expectations and intentions, including the Bank’s expectations regarding the launch and terms of the proposed substantial issuer bid, and other statements contained in this press release that are not historical facts. These forward-looking statements are typically identified by future or conditional verbs or words such as “outlook,” “believe,” “anticipate,” “estimate,” “project,” “expect,” “intend,” “plan,” and terms and expressions of similar import. These statements are based on the Bank’s current beliefs or expectations, including the Bank’s assumptions, beliefs and expectations regarding market conditions. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of the Bank, including, but not limited to, the obtaining of regulatory approvals and consents required to complete the proposed substantial issuer bid. The Bank’s expectations and future intentions may differ materially from those expressed or implied by such forward looking statements, including as a result of changes in global, political, economic, business, competitive, market and regulatory factors, and the other risks described in the Bank’s 2010 Annual Report, in other filings with Canadian securities regulators and in other communications. Except as required by law, the 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
National Bank of Canada is an integrated group that 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. 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 over $152 billion in assets and, together with its subsidiaries, employs 18,407 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. To access National Bank Financial Group’s financial education portal, visit www.clearfacts.ca.

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

Claude Breton
Senior Manager – Public Affairs
National Bank Financial Group
Tel.: 514-394-8644