INVESTOR RELATIONS

Fixed Income Investors

National Bank of Canada Legislative Covered Bonds - Terms of Access

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE. BY ACCESSING THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

Content and Purpose

This Website has been created to present certain documents relating to debt securities issued by National Bank of Canada ("NBC") pursuant to its legislative covered bond Programme (the "Legislative Programme"). These documents are posted to provide certain information to investors relating to securities issued under the Legislative Programme.

No CMHC Approval

THE COVERED BONDS OFFERED UNDER THE LEGISLATIVE PROGRAMME HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION ("CMHC") NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF ANY OF THE DISCLOSURE CONTAINED IN THE DOCUMENTS POSTED ON THIS SITE. THE COVERED BONDS OFFERED UNDER THE LEGISLATIVE PROGRAMME ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

Investment Professionals

The materials on the Website are directed, in the UK and in other EEA countries, to persons regarded as market counterparties and intermediate customers and not to private customers, as defined by the rules of the Financial Conduct Authority, who should not rely on the Website. Moreover, any investment or services to which the Website may relate will not be made available to such private customers. The materials on the Website are intended for use by authorized users only and may not be published, copied or distributed to any other person.

Before reviewing the material relating to the Legislative Programme, you must acknowledge that (a) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business; (b) you will not offer or sell any securities under the Legislative Programme other than to persons: (i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or (ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business; and (c) you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 of the United Kingdom with respect to anything done by you in relation to any securities under the Legislative Programme in, from or otherwise involving the United Kingdom.

The securities offered under the Legislative Programme are available only to persons having professional experience in matters relating to investments. Persons who do not have professional experience in matters relating to investments should not access this site.

Use of Information

The information and data contained herein is confidential and is intended solely for your benefit and for your personal use and internal informational use only and may not be reproduced, disseminated or distributed in whole or in part at any time, in any manner or for any purpose, without obtaining the prior written consent of NBC in each specific instance.

No Offer or Solicitation

Neither this Website nor anything contained herein shall constitute a public offer of securities under any applicable legislation or financial, legal, tax or other advice or an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security. There shall be no sale of any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to qualification under the securities laws of such state or jurisdiction. Any products or services mentioned herein shall only be available subject to local legal and regulatory requirements.

Nothing in the Website constitutes an offer of securities for sale in the United States. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). It is not intended that the securities referenced in this Website will be registered under the U.S. Securities Act or any U.S. state securities laws.

By accessing the Website you confirm that you are either (a) not a U.S. person (within the meaning of Regulation S under the U.S. Securities Act) or acting for the account or benefit of a U.S. person and are not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), or the District of Columbia or (b) a qualified institutional buyer in reliance upon Rule 144A under the Securities Act or (c) an institutional accredited investor within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act and (d) if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating to investments, falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and/or (ii) is a high net worth entity falling within Article 49(2)(a) to (e) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; and/or (iii) is any other person to whom the distribution material on this Website may otherwise be lawfully communicated.

Legal Considerations

The distribution material on this Website may be restricted by local law in different jurisdictions and failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing this Website should inform themselves about, and observe any such restrictions. In particular, no information contained in this Website is for distribution directly or indirectly in the U.S.A, Canada, Australia or Japan.

Persons accessing this Website are deemed to represent that they are either (i) not accessing this Website from inside the United States and that they are not a U.S. person (as such terms are defined in Regulation S under the U.S. Securities Act) and that they are not a United States person (as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended)* or (ii) a qualified institutional buyer (within the meaning of Rule 144A under the U.S. Securities Act).

* A "U.S. person" for purposes of Regulation S includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States or any state thereof or (iii) any agency or branch of a foreign entity located in the United States. A "United States person" for purposes of Section 7701(a)(30) of the Internal Revenue Code includes, but is not limited to, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized under the laws of the United States or any state thereof, or (iii) any estate or trust the income of which is subject to United States federal income taxation, regardless of its source.

No Liability

The material on this Website has no regard to the specific investment objectives, financial situation or particular needs of any recipient. The information is historical in nature and should not be relied on when making any investment decision.

NBC will under no circumstances be liable to the user or any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if NBC has been advised of the possibility of such damages.  Notwithstanding the foregoing, this limitation of liability shall not apply to an investor in respect of the investor utilizing this Website to obtain access to the published covered bond prospectuses in relation to the Legislative Programme of NBC in electronic form.

The information contained herein has been obtained and based upon sources (internal and/or external) believed by NBC to be accurate, without having conducted any independent investigation, and reflects NBC's views only as of the date of such information. NBC makes no representation or warranty, express or implied, in relation to the accuracy, completeness or reliability of the information contained herein, including the future performance of any security, investment or strategy presented and the information contained herein should not be relied upon as such. Posting such third party materials on the Website does not imply any endorsement, adoption of or responsibility by NBC for the information contained therein, or any representation regarding the content of any such materials. Past performance, statistical or historical data contained herein should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Actual outcomes and results may differ materially from what is expressed or implied herein. NBC is under no obligation to update or keep current the information on this site or to notify any party in respect thereto. No liability whatsoever is or will be accepted by NBC for any loss or damage (including the avoidance of any losses) howsoever arising from any use of this site or its contents.  Notwithstanding the foregoing, this limitation of liability shall not apply to an investor in respect of the investor utilizing this Website to obtain access to the published covered bond prospectuses in relation to the Legislative Programme of NBC in electronic form.

Other considerations

By accessing the website, you also acknowledge and agree to the following:

• The materials on the Website are historical in nature and only current as of the date of the materials. Neither NBC nor any other party has any duty to maintain or update any material on the Website. Historic performance information with regard to any security is no indication of its future performance.
• NBC may cause the materials available on the Website to be removed or changed at any time.

Investment Considerations

Prospective investors should consult their own financial and legal advisors about risks associated with investment in a particular issue of securities and the suitability of investing in such securities in light of their particular circumstances.

Trademarks

Trademarks, logos, titles, phrases, icons, graphics, designs and service marks ("Trademarks") displayed at this site are registered or unregistered trademarks of NBC and of other parties. Nothing at this site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any of NBC's Trademarks. NBC reserves all rights with respect to copyright and trademark ownership of all material on the site, and will enforce such rights to the full extent of the law. Any unauthorized use of any of the Trademarks or any materials protected by copyright will be a violation of NBC's statutory or common law rights and may result in legal action being taken against those who are using the Trademarks or copyrighted materials without authorization.

Forward-Looking Statements

From time to time, NBC makes written and oral forward-looking statements, such as those contained in the Bank’s Annual Reports, in other filings with Canadian securities regulators, and in other communications, for the purpose of describing the economic environment in which the Bank will operate during a certain period and the objectives it has set for itself for that period. These forward-looking statements are made in accordance with current securities legislation. They include, among others, statements with respect to the economy—particularly the Canadian and U.S. economies—market changes, observations regarding the Bank's objectives and its strategies for achieving them, Bank projected financial returns and certain risks faced by the Bank. These forward-looking statements are typically identified by future or conditional verbs or words such as "outlook," "believe," "anticipate," "estimate," "project," "expect," "intend," "plan," and similar terms and expressions.

By their very nature, such forward-looking statements require assumptions to be made and involve inherent risks and uncertainties, both general and specific. Assumptions about the performance of the Canadian and U.S. economies and how that will affect the Bank’s business are among the main factors considered in setting the Bank’s strategic priorities and objectives and in determining its financial targets, including provisions for credit losses. In determining its expectations for economic growth, both broadly and in the financial services sector in particular, the Bank primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies.

There is a strong possibility that express or implied projections contained in these forward-looking statements will not materialize or will not be accurate. The Bank recommends that readers not place undue reliance on these statements, as a number of factors, many of which are beyond the Bank's control, could cause actual future results, conditions, actions or events to differ significantly from the targets, expectations, estimates or intentions expressed in the forward-looking statements. These factors include credit risk, market risk, liquidity risk, operational risk, regulatory risk, reputation risk, and environmental risk; the general economic environment and financial market conditions in Canada, the United States and certain other countries in which the Bank conducts business, including the effects of the debt crisis in certain European countries; the lowering of the U.S. long-term sovereign debt rating by Standard & Poor’s; the lowering of the sovereign debt rating of certain European countries and the impact of changes that affect the Bank’s credit ratings; the situation with respect to the restructured notes of the master asset vehicle (MAV) conduits, in particular the realizable value of underlying assets; changes in the accounting policies the Bank uses to report its financial condition, including uncertainties associated with assumptions and critical accounting estimates; tax laws in the countries in which the Bank operates, primarily Canada and the United States; and changes to capital and liquidity guidelines and to the manner in which they are to be presented and interpreted.

The foregoing list of risk factors is not exhaustive. Additional information about these factors can be found in the Bank’s most recent Annual Report. Investors and others who base themselves on the Bank's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Bank also cautions readers not to place undue reliance on these forward-looking statements. The forward-looking information contained in this Website is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.

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I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.