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National Bank of Canada ("National Bank”) (TSX: NA) announced
today that it does not intend to exercise its right to redeem all or
part of the currently outstanding 16,000,000 
Series 38 Shares on November 15, 2022. As a
result, subject to certain conditions, the holders of the Series 38
Shares have the right to convert all or part of their Series 38 Shares
on a one-for-one basis into Non-Cumulative Floating Rate First
Preferred Shares, Series 39 (NVCC) (the "Series 39 Shares")
on November 15, 2022, in accordance with the terms of the Series 38
Shares described in the prospectus supplement dated June 5, 2017.
Holders who do not exercise their right to convert their Series 38 Shares into Series 39 Shares on November 15, 2022, will retain their Series 38 Shares.
The foregoing conversions are subject to the conditions that: (i) if National Bank determines that there would remain outstanding on November 15, 2022, less than 1,000,000 Series 39 Shares, after having taken into account all Series 38 Shares tendered for conversion into Series 39 Shares, then holders of Series 38 Shares will not be entitled to convert their shares into Series 39 Shares, and (ii) alternatively, if National Bank determines that there would remain outstanding on November 15, 2022, less than 1,000,000 Series 38 Shares, after having taken into account all Series 38 Shares tendered for conversion into Series 39 Shares, then all remaining Series 38 Shares will automatically be converted into Series 39 Shares without the consent of the holders on November 15, 2022.
In either case, National Bank shall give a notice to that effect to all registered holders of Series 38 Shares no later than November 8, 2022.
On October 17, 2022, National Bank will give notice of:
i. the annual fixed dividend rate applicable to the Series 38 Shares to which a holder of Series 38 Shares will be entitled for the 5-year period from November 16, 2022, up to and including November 15, 2027; and
ii. the floating quarterly dividend rate applicable to the Series 39 Shares to which a holder of Series 39 Shares will be entitled for the 3-month period from November 16, 2022, up to and including February 15, 2023.
Beneficial owners of Series 38 shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which will run from October 17, 2022, until October 31, 2022, at 5:00 p.m. (EDT). (EDT).