Bank Of N.t. Butterfield & Son Limited (the) Voting · NYSE:NTB
Bank Of N.t. Butterfield & Son Limited (the) Voting — The Bank of N.T. Butterfield & Son — Merger or Acquisition (May 2026)
36 slides from Bank Of N.t. Butterfield & Son Limited (the) Voting's merger presentation, May 28, 2026
Slide 1: Acquisition of CIBC Caribbean Bank Limited
Acquisition of CIBC Caribbean Bank Limited Creating a Leading Independent Banking Platform Investor Presentation May 28, 2026 (All values in US$ millions, unless otherwise stated) 1 May 28, 2026
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements: Certain of the statements made in this presentation are forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, a
Slide 3: Agenda
Agenda Presenters Topics for Discussion Michael Collins Chairman and Chief Executive Officer 1 Introduction and Strategic Rationale The Bank of N.T. Butterfield & Son Limited Transaction Overview and Financial 2 Michael Schrum Impact President and Group Chief Financial Officer The Bank of N.T. Butte
Slide 4: Creating a Leading Independent Banking Platform
Creating a Leading Independent Banking Platform Leading Bank in Attractive Markets Step Change in Scale(2) #1 #1 Leading Bank in $29bn $25bn Cayman Islands Bermuda International Financial Centers Total Assets(8) Total Deposits(8) Bank(1) Bank(1) and Attractive 50%+ 30% Caribbean Markets Deposit Mark
Slide 5: Combining Our Strengths
Combining Our Strengths With the Potential to Deliver Immediate Returns and Long-Term Value for All Stakeholders Financially Compelling and Complementary Combination Resilient Complementary institutions with limited geographic 12% GAAP EPS accretion(1) and 15% cash EPS accretion(1,2) overlap in
Slide 6: Track Record of Value Creation
Track Record of Value Creation Organically and Through M&A Core Earnings per Share(1) TBVPS Excl. AOCI(1) Dividend Payout Ratio: 28% 44% 42% 47% 58% 53% 40% 37% 36% 33% Total Payout Ratio: 206% 44% 67% 89% 114% 65% 42% 75% 107% 94% $5.60 $31.52 $28.58 $4.70 $4.77 $25.90 $4.33 $23.52 $3.69 $20.62 $3.
Slide 7: Transaction Overview and Financial Impact
Transaction Overview and Financial Impact 7 May 28, 2026
Slide 8: Transaction Summary
Transaction Summary • Total purchase price of $1,794 million, or $1.14 per CIBC Caribbean share(1) Transaction • Price / January 2026 Tangible Book Value of 1.06x Value & • Price / 2025 Adjusted Earnings: 8.6x Multiples • Price / 2028 Earnings + After-Tax Fully Phased-In Cost Savings: 6.6x • CIBC Ca
Slide 9: Step Change in Scale and Diversification
Step Change in Scale and Diversification Butterfield Standalone Pro Forma(1) Fee Income Net Interest Compelling Pro Forma Scale & 40% Income Fee Income Net Interest 34% Income Business Mix 60% 66% $607mm $1.38bn 2025 2025 Significant increase in scale while Revenue Revenue(2) maintaining a diversifi
Slide 10: Earnings Underpinned by Attractive Markets
Earnings Underpinned by Attractive Markets ~70% of Butterfield’s pro forma earnings come from markets where it has an existing presence; new markets represent an attractive growth opportunity Pro Forma Earnings Composition(1,2) • ~70% of Butterfield’s pro forma earnings are Barbados from existing ma
Slide 11: Compelling Fee Income Opportunity
Compelling Fee Income Opportunity The combined platform provides a tangible opportunity to drive future fee income growth FY2025 Fee Income • Butterfield will continue to execute towards a long-term fee income composition target of ~50% Fee Income as a % of 40% 29% 34% Revenue: • Meaningfully increa
Slide 12: Financially Compelling with Enhanced Capital Generation
Financially Compelling with Enhanced Capital Generation Capital Levels At Close(1) Combined Profitability Enhanced Capital Position and Generation 12%+ 12% 10% 2028E CET1 Ratio TBVPS Accretion(1,4) GAAP EPS Accretion(2) 19%+ 15% $300mm+ 2028E Total Capital Ratio Net Organic Capital Generation(5) Cas
Slide 13: Due Diligence and Credit
Due Diligence and Credit 13 May 28, 2026
Slide 14: Comprehensive Approach to Due Diligence
Comprehensive Approach to Due Diligence Highlights Key Diligence Focus Areas • Robust, independently validated diligence supporting high confidence in risk and execution Credit and Operations Portfolio • Extensive, multi-disciplinary diligence across credit, financials, liquidity, operations, regula
Slide 15: Track Record of Disciplined Underwriting
Track Record of Disciplined Underwriting CIBC Caribbean’s loan underwriting standards are consistent with Butterfield’s • Diversified, conservatively underwritten, and well performing loan portfolio • Low and stable historical loss experience • Conservative credit mark of 1.6x of closing reserves pr
Slide 16: Summary
Summary 16 May 28, 2026
Slide 17: Positioned for Durable Long-Term Success
We Are Positioned for Durable Long-Term Success, With Benefits for All Stakeholders Customers Employees • Better product suite & capabilities • Connectivity across 19 operating jurisdictions, reducing the friction of doing • Complementary cultures international business • Proven leadership team • Sc
Slide 18: Appendix A: Additional Financial Analysis
Appendix A: Additional Financial Analysis 18 May 28, 2026
Slide 19: Transaction Assumptions
Transaction Assumptions • Total purchase price of $1,794mm, or $1.14 per CIBC Caribbean share Consideration – $703mm (39%) in Shares / $1,091mm (61%) in Cash – Butterfield shares valued by reference to Butterfield’s 10-day VWAP of $55.66 per share as of May 27, 2026 • CIBC Caribbean shareholders wil
Slide 20: Pro Forma Financial Impact
Pro Forma Financial Impact 2028 Earnings per Share Reconciliation Tangible Book Value per Share Reconciliation First full year of combined operations Consensus TBVPS (Q1 2027) ( 3) $30.03 2028 Earnings per Share Reconciliation Butterfield Standalone Net Income (Estimate) $258 Butterfield Standalone
Slide 21: Appendix B: CIBC Caribbean and Select Jurisdiction Overview
Appendix B: CIBC Caribbean and Select Jurisdiction Overview 21 May 28, 2026
Slide 22: Overview of CIBC Caribbean's Operating Jurisdictions
Overview of CIBC Caribbean’s Operating Jurisdictions Cayman Islands Trinidad & Tobago $8.2bn ~74k ~20% $25.7bn ~1.5mm ~3% Nominal GDP Population Deposit Market Share Nominal GDP Population Deposit Market Share Capital: George Town Capital: Port of Spain Official Language: English Official Language:
Slide 23: Overview of CIBC Caribbean
Overview of CIBC Caribbean Company Overview Historical Financial Performance Adj. 14% 17% 22% 20% 13% CIBC Caribbean is an important full-service banking institution in several ROATCE: (3) international financial centers, offering Corporate Banking, Personal and Business $747 $764 $715 Banking, an
Slide 24: Solidifying Butterfield's Position as the #1 Cayman Islands Bank
Solidifying Butterfield’s Position as the #1 Cayman Islands Bank CIBC Caribbean’s operations in the Cayman Islands are highly complementary, bolstering scale in one of Butterfield’s most important markets Highly Attractive Market Enhanced Deposit Leadership ($bn) Complementary Loan Mix 50%+ $1.0bn $
Slide 25: Establishes Butterfield as the #1 Bank in The Bahamas, Barbados and Turks & Caicos
Additionally Establishes Butterfield as the #1 Bank in The Bahamas, Barbados and Turks & Caicos CIBC Caribbean is the market leader with a long history of relationship banking in well established markets Expansion in Attractive Growth Markets High Quality Deposit Base(1) Diversified Loan Mix(1) The
Slide 26: Appendix C: Commitment to Communities
Appendix C: Commitment to Communities 26 May 28, 2026
Slide 27: Better Serving Our Communities
Better Serving Our Communities The transaction establishes a financial institution that is well positioned to serve communities in the Atlantic and Caribbean • Independent financial institution offering connectivity across 19 operating jurisdictions – Reduces the friction of doing international busi
Slide 28: Appendix D: Reconciliations
Appendix D: Reconciliations 28 May 28, 2026
Slide 29: Non-GAAP Reconciliation – Butterfield
Non-GAAP Reconciliation – Butterfield For the year ended December 31 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Reconciliation of net income (GAAP) to core net income (non-GAAP) Net income A $231.9 $216.3 $225.5 $214.0 $162.7 $147.2 $177.1 $195.2 $153.3 $115.9 Less: Dividends and guarantee fe
Slide 30: Non-GAAP Reconciliation – Butterfield (cont'd)
Non-GAAP Reconciliation – Butterfield (cont’d) For the year ended December 31 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Reconciliation of dividend payout ratio Dividends paid J $77.7 $79.6 $86.2 $87.3 $87.3 $88.9 $93.6 $83.7 $69.7 $34.0 Dividend payout ratio (based on core net income) J/I 32
Slide 31: Non-IFRS Reconciliation – CIBC Caribbean
Non-IFRS Reconciliation – CIBC Caribbean For the year ended October 31 2025 2024 2023 2022 2021 Reconciliation of net income (IFRS) to adjusted net income (non-IFRS) Net income A $160 $278 $270 $176 $126 Less: Non-controlling interests B (5) (7) (6) (3) (4) Net Income to common C=A-B $154 $271 $264
Slide 32: Appendix E: Glossary
Appendix E: Glossary 32 May 28, 2026
Slide 33: Glossary of Abbreviations and Defined Terms
Glossary of Abbreviations and Defined Terms AFS: Available-for-Sale NYSE: New York Stock Exchange ALCO: Asset and Liability Committee OECD: Organisation for Economic Co-operation and Development AML: Anti-Money Laundering PCD: Purchased Credit Deteriorated AUM: Assets Under Management ROAA: Return o
Slide 34: Appendix E: Risk Factor Summary
Appendix E: Risk Factor Summary 34 May 28, 2026
Slide 35: Risk Factor Summary
Risk Factor Summary The following risk factors should be read in conjunction with the Forward-Looking Statements and Disclaimers set forth on page 2 of this presentation and the “Risk Factors” section of Butterfield’s most recent Form 20-F. • Closing Conditions; Regulatory and Shareholder Approval R
Slide 36: @& BUTTERFIELD
@& BUTTERFIELD
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