Closing of NVCC AT1 Limited Recourse Capital Notes Offering

Not for distribution to U.S. news wire services or for dissemination in the United States.

National Bank of Canada (“National Bank”) today announced the closing of its previously announced offering of $500 million of 4.300% Limited Recourse Capital Notes, Series 1 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”).

The Notes were offered by a group of agents led by National Bank Financial Inc.

Concurrently with the issuance of the Notes, National Bank has also issued Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series 44 (Non-Viability Contingent Capital (NVCC)) (the “Series 44 Preferred Shares”) to be held by Computershare Trust Company of Canada as trustee for a newly-formed trust (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the Notes when due, the recourse of each Note holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Series 44 Preferred Shares except in limited circumstances.

The Notes and the Series 44 Preferred Shares were issued under a prospectus supplement dated September 1, 2020 to National Bank's short form base shelf prospectus dated August 17, 2020.

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 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.