National Bank of Canada announces Medium Term Notes Program and NVCC Subordinated Notes Offering

Montreal, January 29, 2018

National Bank of Canada (the “Bank”) today announced the filing of a prospectus supplement to a short form base prospectus dated November 21, 2016 with the various securities regulatory authorities in all provinces of Canada to establish a Medium Term Notes Program (the “MTN Program”). The Bank also today announced that it intends to issue $750 million aggregate principal amount of 3.183% Medium Term Notes due February 1, 2028 (Non-Viability Contingent Capital (NVCC)) constituting subordinated indebtedness of the Bank through its MTN Program (the “Notes”). The Notes will be issued and sold through a dealer syndicate led by National Bank Financial Inc.

The Notes are expected to be issued on February 1, 2018 and will mature on February 1, 2028. Interest on the Notes will be paid semi-annually at 3.183% per annum until February 1, 2023 and thereafter at a floating rate equal to the 3-month CDOR plus 0.72% payable quarterly.

The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes on or after February 1, 2023, in whole or in part, at par plus accrued and unpaid interest on not less than 30 nor more than 60 days’ prior notice to holders. Net proceeds from the issuance of the Notes will be used for general corporate purposes and added to the Bank’s capital base.

The Notes 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 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.

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. 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
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 Facebook, LinkedIn 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