Press Releases

National Bank Management Proxy Circular Now Available

Montreal, 6 March 2014 -

National Bank of Canada (TSX: NA) announced today that it has filed with securities regulators and is mailing to shareholders its Notice of Annual Meeting, to be held on April 10, 2014 in Calgary, Alberta, as well as its Management Proxy Circular. The Circular is available at www.nbc.ca/circular.

In particular, the Circular contains detailed information on the Bank's Annual Meeting, the nominees for the director positions and the Board's approach to executive compensation for the fiscal year ended October 31, 2013. Jean Douville and Paul Gobeil will not be seeking to renew their mandates as Directors during the Annual Meeting, while Richard Fortin, who joined the Board during the year, and Julie Payette will be director nominees.

“On behalf of the Bank's shareholders and employees, I would like to sincerely thank Mr. Douville and Mr. Gobeil for their dedication and involvement. In his functions as President of the Board of Directors for approximately 10 years, Jean Douville has skilfully guided us through several major events, and Paul Gobeil has made a significant contribution to several Board committees,” stated Louis Vachon, President and CEO.

“In 2013, the Bank once more performed superbly and I am particularly proud of what the Bank's management and employees have accomplished. Our institution has again been recognized for its financial strength and the engaging work environment that it offers its employees, as well as for its solid financial performance, resulting in a record stock price. The Bank is also very well positioned to continue seizing any growth opportunities that may arise,” pointed out Jean Douville, President of the Board of Directors.

For fiscal 2013, given the Bank's solid financial results and the fact that its President and CEO, Louis Vachon, has met his performance objectives, the Board has approved a target total direct compensation of $7,135,000. This amount is comparable to the previous year's target total direct compensation, which was $7,150,000.

Excluding specified items, the net income in 2013 was $1,491 million, a 7% increase over the previous year. Total revenues excluding specified items grew by 3%, to reach $5,242 million. Diluted earnings per share excluding specific items rose by 7% to a pre-split level of $8.41, showing a steady increase over the past 10 years.

In light of record results for 2013 and the favourable outlook, on December 4, 2013, the Board once again increased the dividend per common share by 6% to $0.92 per share ($0.46 per share with the share split). It also approved the split of its outstanding common shares at a rate of two for one, in the form of a stock dividend paid on February 13, 2014.

In fiscal 2013, the Board adopted a statement regarding diversity, so as to acknowledge the importance of diversified representation among its Directors and reflect the diversity of the Bank's clients, employees and shareholders. The company has also become involved in the Catalyst Accord, an initiative that aims to increase the number of women on corporate boards of directors in Canada.

During the Annual Meeting, National Bank's Board will again put its executive compensation approach to a shareholder advisory vote, having been one of the first to do so in Canada.

The Circular also includes information related to the Board of Directors and its committees, the election of directors and the appointment of the independent auditor, as well as proposals submitted by a shareholder.

About National Bank of Canada
With $195 billion in assets as at January 31, 2014, National Bank of Canada (www.nbc.ca) together with its subsidiaries, forms one of Canada’s leading integrated financial groups, and has been named among the 20 strongest banks in the world by Bloomberg Markets magazine. The Bank has close to 20,000 employees and is widely recognized as a top employer. The Bank's securities are listed on the Toronto Stock Exchange (NA:TSX). Follow the Bank’s activities via social media and learn more about its extensive community involvement at clearfacts.ca and commitment.nationalbank.ca.

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

Claude Breton                                                                       
Assistant Vice-President – Public Affairs                        
National Bank of Canada                                                   
Tel.: 514-394-8644                                                              

Hélène Baril
Senior Manager – Investor Relations    
National Bank of Canada
Tel.: 514-394-0296