National Bank of Canada announces specific share repurchase program as part of its Normal Course Issuer Bid

Montreal, January 10, 2018

National Bank of Canada (the “Bank”) (NA) announces today that it will repurchase common shares under a specific share repurchase program (the “Program”). The Bank entered into an agreement (the “Agreement”) with a third party to repurchase common shares through daily purchases that will take place between January 15, 2018 and February 6, 2018 subject to a maximum of 1,500,000 common shares and provided that no purchases of common shares under the Program occur at a time when the Bank is in a blackout period. The Program will form part of the Bank’s Normal Course Issuer Bid for up to 6,000,000 common shares (the “NCIB”) announced on May 31st, 2017.

Pursuant to the terms of the Agreement, and subject to the terms of an issuer bid exemption order issued by the Ontario Securities Commission (the “Order”), the third party will purchase the Bank’s common shares on Canadian markets for the purpose of fulfilling its delivery obligations to the Bank under the Agreement. The price that the Bank will pay for any common shares purchased by it from the third party under the Agreement will be negotiated by the Bank and the third party and will be at a discount to the prevailing market price of the Bank’s common shares on the Canadian markets at the time of purchase.

Pursuant to the terms of the Agreement and the Order, all purchases made by the third party or its agents on the TSX and other Canadian markets pursuant to the Program will be made in accordance with the TSX rules applicable to the NCIB, subject to limited exceptions as provided in the Order. In addition, the Bank and any non-independent purchasing agent acting on its behalf are prohibited from purchasing any other common shares during the term of the Program. The Bank will acquire common shares from the third party pursuant to the Agreement as part of the NCIB and such common shares will be cancelled upon purchase by the Bank. In accordance with the terms of the Order, immediately following the end of the Program, the Bank will issue and file a press release that announces the completion of the Program and sets out the number of common shares acquired under the Program and the aggregate dollar amount paid for such common shares.

Caution Regarding Forward-Looking Statements
This press release includes certain forward-looking statements. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of the Bank, including, completion of the Program, changes in general economic and market conditions and amendments to, and interpretations of, risk-based capital guidelines. 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 purpose.

About National Bank of Canada
With $246 billion in assets as at October 31, 2017, National Bank of Canada, together with its subsidiaries, forms one of Canada's leading integrated financial groups.  It has more than 21,000 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 or via social media such as FacebookLinkedIn and Twitter.

For more information:

Linda Boulanger
Vice-President, Investor Relations
National Bank of Canada
Claude Breton
Vice-President, Public Affairs
National Bank of Canada