National Bank of Canada Announces NVCC Subordinated Notes Offering

Montreal, January 29, 2024

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

National Bank of Canada (the “Bank”) today announced the filing of a prospectus supplement to a short form base prospectus dated August 22, 2022, with the various securities regulatory authorities in all provinces and territories of Canada under the Medium Term Notes Program (the “MTN Program”). The Bank also announced that it intends to issue Medium Term Notes for an aggregate principal amount of $500 million at an interest rate of 5.279% and maturing on February 15, 2034 (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 5, 2024 and will mature on February 15, 2034. Interest on the Notes will be paid semi-annually at 5.279% per annum until February 15, 2029, and thereafter at a floating rate equal to Daily Compounded CORRA plus 1.80% 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 15, 2029, in whole or in part, at par plus accrued and unpaid interest on not less than 10 nor more than 60 days’ prior notice to holders. The proceeds to the Bank from the sale of the Notes will be added to the Bank’s general funds and will be utilized for general banking purposes.

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
Certain statements in this press release are forward-looking statements. These statements are based on a number of assumptions and are subject to risk factors, inherent risks and uncertainties, many of which are beyond the Bank's control and the impacts of which are difficult to predict. Except as required by law, National 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 $424 billion in assets as at October 31, 2023, National Bank of Canada is one of Canada's six systemically important banks. The Bank has approximately 30,000 employees in knowledge-intensive positions and operates through three business segments in Canada: Personal and Commercial Banking, Wealth Management and Financial Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank’s activities at or via social media.



Stéphanie Rousseau

Senior Advisor, Public Affairs 
National Bank of Canada