Press Releases

National Bank of Canada Announces Offering of Innovative Tier 1 Capital

Montreal, 17 June 2008 -

National Bank of Canada (“National Bank”) announced today that NBC Asset Trust, a subsidiary of National Bank, and National Bank have filed a preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada with respect to a public offering of Trust Capital Securities – Series 2 (“NBC CapS II – Series 2”) by NBC Asset Trust.

The NBC CapS II – Series 2 will be offered by a syndicate of underwriters including National Bank Financial Inc., acting as lead underwriter.

Subject to receipt of final approval from the regulatory authorities, the NBC CapS II – Series 2 will constitute Tier 1 capital of National Bank. This source of financing will also allow National Bank to optimize its capital structure. The net proceeds of the offering will be used for general corporate purposes.

In addition, although no definitive decision has been made, in connection with the offering, National Bank is considering making funds available to NB Capital Corporation to effect the redemption of all the outstanding 8.35% Non-Cumulative Exchangeable Preferred Stock, Series A of NB Capital Corporation, which currently qualify as Tier 1 capital of National Bank, in accordance with their redemption provisions. This redemption would be subject to the completion of the NBC CapS II – Series 2 offering by NBC Asset Trust, the determination by National Bank to make funds available to NB Capital Corporation for the redemption, the approval of the redemption by the Board of Directors of NB Capital Corporation, any applicable regulatory approvals and the issuance of a redemption notice by NB Capital Corporation specifying the redemption date and other relevant information regarding the redemption. The 8.35% Non-Cumulative Exchangeable Preferred Stock, Series A will cease to be included in the regulatory capital of National Bank upon completion of the NBC CapS II – Series 2 offering by NBC Asset Trust.

The NBC CapS II – Series 2 have not been and will not be registered under the United States 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 release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

This press release may contain forward-looking statements, including, but not limited to, statements with regard to the redemption by NB Capital Corporation of its 8.35% Non-Cumulative Exchangeable Preferred Stock, Series A, which involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and that may be outside the control of National Bank. Actual events and developments may materially differ from those expressed or implied in such statements because of a number of factors, including the risks and uncertainties that are described in National Bank’s regulatory filings, including the aforementioned preliminary prospectus, available on SEDAR ( Forward-looking statements should, therefore, be construed in light of such risks and uncertainties and undue reliance should not be placed on forward-looking statements.

About National Bank of Canada
National Bank of Canada is an integrated group which 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. The 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 more than $123 billion in assets and, together with its subsidiaries, employs 17,093 people. The Bank’s securities are listed on the Toronto Stock Exchange (NA:TSX). For more information, visit the Bank’s website at

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

Denis Dubé
Director, Public Relations Department
National Bank Financial Group
Tel.: 514-394-8644