Bank Of N.t. Butterfield & Son Limited (the) Voting · NYSE:NTB
Bank Of N.t. Butterfield & Son Limited (the) Voting — 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: Creating a Leading Independent Banking Platform
1 May 28, 2026 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)
Slide 2: Forward-Looking Statements
2 May 28, 2026 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, as amended, a
Slide 3: Agenda
3 May 28, 2026 1 Introduction and Strategic Rationale 2 Transaction Overview and Financial Impact 3 Due Diligence and Credit 5 Q&A Michael Collins Chairman and Chief Executive Officer The Bank of N.T. Butterfield & Son Limited Michael Schrum President and Group Chief Financial Officer The Bank of N.
Slide 4: Creating a Leading Independent Banking Platform
4 May 28, 2026 Creating a Leading Independent Banking Platform Step Change in Scale(2) Source: Company disclosure. Note(s): Map not to scale. CIBC Caribbean financial statements are prepared in accordance with IFRS. Note(s): (1) As provided by The Banker. (2) Assuming completion of the transaction.
Slide 5: Strategic rationale and key benefits of the transaction
5 May 28, 2026 Complementary institutions with limited geographic overlap Shared vision of serving our combined clients and communities Leveraging the best of both for greater / more efficient investment in technology and cyber Continuity under stable regulatory structures Proven and experienced man
Slide 6: Track Record of Value Creation Organically and Through M&A
6 May 28, 2026 $31.52 $28.58 $25.90 $23.52 $20.62 $19.01$18.22$17.67 $16.30 $14.89 2025202420232022202120202019201820172016 $5.60 $4.77$4.70 $4.33 $3.28 $3.04 $3.69$3.53 $2.86 $2.48 2025202420232022202120202019201820172016 Track Record of Value Creation Organically and Through M&A Note(s): Butterfie
Slide 7: Transaction Overview and Financial Impact
7 May 28, 2026 Transaction Overview and Financial Impact
Slide 8: Transaction Summary
8 May 28, 2026 Transaction Summary Synergies & Integration Structure & Consideration • CIBC Caribbean shareholders to receive $703mm in shares (39%) and $1,091mm in cash (61%)(2) • Pro Forma ownership of ~76% current Butterfield shareholders / ~22% Canadian Imperial Bank of Commerce (“CIBC”) / ~2% m
Slide 9: Step Change in Scale and Diversification
9 May 28, 2026 Securities 42% Interest-Bearing Cash & Equiv. 26% Res. Mortgages 23% Commercial Loans 8% Personal Loans 1% Step Change in Scale and Diversification Demand 69% Term 31% Pro Forma(1) Demand 60% Term 28% Notice 12% Butterfield Standalone Net Interest Income 60% Fee Income 40% Securities
Slide 10: Earnings Underpinned by Attractive Markets
10 May 28, 2026 Cayman 50% Bermuda 13% Channel Islands & UK 7% Other 2% Bahamas 11% Turks & Caicos 9% Barbados 8% Cayman 56%Bermuda 28% Channel Islands & UK 15% Other 1% Earnings Underpinned by Attractive Markets Source: Company disclosure. Note(s): Financial data as of FY2025, unless otherwise stat
Slide 11: Compelling Fee Income Opportunity
11 May 28, 2026 Compelling Fee Income Opportunity Source: Company disclosure. Note(s): Pro formas calculated as the sum of Butterfield and CIBC Caribbean FY2025 ending Dec 31 for Butterfield and Oct 31 for CIBC Caribbean, excluding the impact of purchase accounting; not prepared in accordance with A
Slide 12: Financially Compelling with Enhanced Capital Generation
12 May 28, 2026 Financially Compelling with Enhanced Capital Generation Strong pro forma capital position at close, with the ability to generate significant retained earnings as a combined platform 12%+ CET1 Ratio Capital Levels At Close(1) 19%+ Total Capital Ratio Combined Profitability ~6% TCE / T
Slide 13: Due Diligence and Credit
13 May 28, 2026 Due Diligence and Credit
Slide 14: Comprehensive Approach to Due Diligence
14 May 28, 2026 Comprehensive Approach to Due Diligence Highlights Key Diligence Focus Areas • Robust, independently validated diligence supporting high confidence in risk and execution • Extensive, multi-disciplinary diligence across credit, financials, liquidity, operations, regulatory, and integr
Slide 15: Track Record of Disciplined Underwriting
15 May 28, 2026 Track Record of Disciplined Underwriting Source: Company disclosure. Note(s): Financial data as of FY2025. CIBC Caribbean fiscal year ending Oct 31. CIBC Caribbean’s financial statements are prepared in accordance with IFRS. Note(s): (1) Business & sovereign asset class industry deta
Slide 16: Summary
16 May 28, 2026 Summary
Slide 17: We Are Positioned for Durable Long-Term Success, With Benefits for All Stakeholders
17 May 28, 2026 We Are Positioned for Durable Long-Term Success, With Benefits for All Stakeholders • Better product suite & capabilities • Connectivity across 19 operating jurisdictions, reducing the friction of doing international business • Scale to invest in technology and security • Improved we
Slide 18: Appendix A: Additional Financial Analysis
18 May 28, 2026 Appendix A: Additional Financial Analysis
Slide 19: Transaction Assumptions
19 May 28, 2026 Transaction Assumptions • Total purchase price of $1,794mm, or $1.14 per CIBC Caribbean share – $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 w
Slide 20: Pro Forma Financial Impact
20 May 28, 2026 Pro Forma Financial Impact Note(s): (1) Based on 2028E earnings with fully phased-in synergies, excluding integration costs. (2) Excludes rate marks and transaction-related amortization. (3) As of May 27, 2026. 2028 Earnings per Share Reconciliation 2028 Earnings per Share Reconcilia
Slide 21: Appendix B: CIBC Caribbean and Select Jurisdiction Overview
21 May 28, 2026 Appendix B: CIBC Caribbean and Select Jurisdiction Overview
Slide 22: Overview of CIBC Caribbean's Operating Jurisdictions
22 May 28, 2026 Overview of CIBC Caribbean’s Operating Jurisdictions Source: S&P Capital IQ, Government Websites, United Nations Department of Economic and Social Affairs, Moody’s Analytics, U.S. International Trade Administration. Note(s): Economic statistics as of most recently available. Deposit
Slide 23: Overview of CIBC Caribbean
23 May 28, 2026 $543 $577 $715 $747 $764 $137 $184 $261 $278 $208 $363 $379 $512 $541 $540 $180 $198 $204 $206 $225 2021 2022 2023 2024 2025 Net Interest IncomeFee Income Adj. NI to Common Overview of CIBC Caribbean Historical Financial PerformanceCompany Overview CIBC Caribbean is an important full
Slide 24: Solidifying Butterfield's Position as the #1 Cayman Islands Bank
24 May 28, 2026 Solidifying Butterfield’s Position as the #1 Cayman Islands Bank Source: Company disclosure, Cayman Islands Monetary Authority, Moody’s, S&P. Note(s): Pro formas calculated as the sum of Butterfield and CIBC Caribbean FY2025 ending Dec 31 for Butterfield and Oct 31 for CIBC Caribbean
Slide 25: Establishes Butterfield as #1 Bank in The Bahamas, Barbados and Turks & Caicos
25 May 28, 2026 Additionally Establishes Butterfield as the #1 Bank in The Bahamas, Barbados and Turks & Caicos Source: Company disclosure, Central Bank of the Bahamas, Central Bank of Barbados, TCI Statistics Authority, S&P Capital IQ. CIBC Caribbean fiscal year ending Oct 31. Excludes impact of pu
Slide 26: Appendix C: Commitment to Communities
26 May 28, 2026 Appendix C: Commitment to Communities
Slide 27: Better Serving Our Communities
27 May 28, 2026 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 in
Slide 28: Appendix D: Reconciliations
28 May 28, 2026 Appendix D: Reconciliations
Slide 29: Non-GAAP Reconciliation – Butterfield
29 May 28, 2026 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
Slide 30: Non-GAAP Reconciliation – Butterfield (cont'd)
30 May 28, 2026 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 ne
Slide 31: Non-IFRS Reconciliation – CIBC Caribbean
31 May 28, 2026 Non-IFRS Reconciliation – CIBC Caribbean Source: Company disclosure. CIBC Caribbean fiscal year ending Oct 31. CIBC Caribbean’s financial statements are prepared in accordance with IFRS. For the year ended October 31 2025 2024 2023 2022 2021 Reconciliation of net income (IFRS) to adj
Slide 32: Appendix E: Glossary
32 May 28, 2026 Appendix E: Glossary
Slide 33: Glossary of Abbreviations and Defined Terms
33 May 28, 2026 Glossary of Abbreviations and Defined Terms AFS: Available-for-Sale ALCO: Asset and Liability Committee AML: Anti-Money Laundering AUM: Assets Under Management Basel III: Basel III Accord BVI: British Virgin Islands CAGR: Compound Annual Growth Rate CDI: Core Deposit Intangibles CET1
Slide 34: Appendix E: Risk Factor Summary
34 May 28, 2026 Appendix E: Risk Factor Summary
Slide 35: Risk Factor Summary
35 May 28, 2026 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 Risks
Slide 36: Slide 36
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