National Bank of Canada Announces Institutional NVCC Preferred Shares Offering

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The base shelf prospectus is accessible, and the shelf prospectus supplement or any amendment will be accessible within two business days, through SEDAR+

MONTRÉAL, Sept. 15, 2026 /CNW/ -- National Bank of Canada ("National Bank" or the "Bank") today announced that it has entered into an agreement with a group of agents led by National Bank Financial Inc. for the issuance of 750,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series 52 (Non-Viability Contingent Capital (NVCC)) (the "Series 52 Preferred Shares").

The Series 52 Preferred Shares will be issued to certain institutional investors at a price of $1,000 per share to raise gross proceeds of $750,000,000.

The Series 52 Preferred Shares will pay fixed dividends at a rate of 6.570% annually, payable semi-annually, as and when declared by the Board of Directors of the Bank, for the initial period ending on, but excluding, November 16, 2031. Thereafter, the dividend rate of the Series 52 Preferred Shares will reset every 5 years at a rate per annum equal to the prevailing 5-year Government of Canada Yield plus 2.90%.

National Bank may redeem the Series 52 Preferred Shares during the period from October 16 to and including November 16, commencing in 2031 and every 5 years thereafter with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole or in part on not less than 10 nor more than 60 days' prior notice.

The net proceeds from the sale of the Series 52 Preferred Shares will be added to National Bank's general funds and will be utilized for general banking purposes. It is expected that closing will take place on September 22, 2026.

The Series 52 Preferred Shares will be offered by way of a prospectus supplement to National Bank's short form base shelf prospectus dated September 2, 2026, to be filed on or about September 15, 2026, with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada.

Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The base shelf prospectus is accessible, and the shelf prospectus supplement or any amendment will be accessible within two business days, through SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from National Bank Financial Inc. by phone at 416-869-8635 or email at [email protected], by providing the contact with an email address or address, as applicable.

The Series 52 Preferred Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This press release shall not constitute an offer to sell or a solicitation to buy securities in the United States.

Caution Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements. These statements are based on a number of assumptions and are subject to risk factors, inherent risks and uncertainties, many of which are beyond the control of National Bank and the impacts of which are difficult to predict. Except as required by law, National Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf. The forward-looking information contained in this press release is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.

About National Bank of Canada
With $635 billion in assets as at July 31, 2026, National Bank of Canada (the "Bank") is one of Canada's six systemically important banks. The Bank has more than 37,000 employees in knowledge-intensive positions and operates three business segments in Canada: Personal and Commercial Banking, Wealth Management and Capital Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities at nbc.ca or via social media.

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