National Bank of Canada : Voting results (nbc 2026 agm voting results)

REPORT OF VOTING RESULTS

in accordance with section 11.3 of Regulation 51-102 Respecting Continuous Disclosure Obligations

(Quebec)

The following matters were voted upon at the Annual Meeting of Shareholders of National Bank of Canada (the "Bank") held on April 24, 2026. Each of the matters set out below is described in greater detail in the Management Proxy Circular dated February 24, 2026 and available on the nbc.ca/investors website. The vote on each matter was conducted by secret ballot.

1. Election of Directors

   Each of the director nominees listed in the Management Proxy Circular was elected as a Director of the Bank.

   Figures shown below represent a percentage of the total number of votes cast and withheld.

   DIRECTOR NOMINEE	OUTCOME	FOR	% FOR	WITHHELD	% WITHHELD
   Pierre Blouin	Elected	226,401,541	99.44	1,276,027	0.56
   Pierre Boivin	Elected	220,782,577	96.97	6,894,991	3.03
   Scott Burrows	Elected	226,475,917	99.47	1,201,651	0.53
   Yvon Charest	Elected	226,215,911	99.36	1,461,657	0.64
   Patricia Curadeau-Grou	Elected	226,901,286	99.66	776,282	0.34
   Laurent Ferreira	Elected	227,033,495	99.72	644,073	0.28
   Karen Kinsley	Elected	226,790,777	99.61	886,791	0.39
   Lynn Loewen	Elected	224,329,774	98.53	3,347,794	1.47
   Rebecca McKillican	Elected	226,821,709	99.62	855,859	0.38
   Arielle Meloul-Wechsler	Elected	226,537,515	99.50	1,140,053	0.50
   Sarah Morgan-Silvester	Elected	226,988,788	99.70	688,780	0.30
   Robert Paré	Elected	226,094,913	99.30	1,582,655	0.70
   Pierre Pomerleau	Elected	226,983,845	99.70	693,723	0.30
   Irfhan Rawji	Elected	226,991,380	99.70	686,188	0.30
   Macky Tall	Elected	226,890,195	99.65	787,373	0.35

2. Advisory resolution to accept the approach taken by the Bank's Board of Directors with respect to executive compensation

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST
   Approved	218,257,163	95.86	9,419,086	4.14

3. Appointment of Deloitte LLP as independent auditor

   Professional accounting firm Deloitte LLP was appointed as independent auditor of the Bank. Figures shown below represent a percentage of the total number of votes cast and withheld.

   OUTCOME	FOR	% FOR	WITHHELD	% WITHHELD
   Approved	212,693,185	93.14	15,655,248	6.86

4. Shareholder proposal No. 1 (Strengthening shareholder participation in annual general meetings)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	1,044,215	0.46	225,002,667	99.54	1,629,066

5. Shareholder proposal No. 2 (Including young people in the Bank's governing bodies)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	5,111,848	2.26	221,062,756	97.74	1,502,864

6. Shareholder proposal No. 3 (Responsible, performance-aligned compensation policy)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	17,082,081	7.56	208,735,014	92.44	1,860,371

7. Shareholder proposal No. 4 (Formal recognition of the systemic role of the Board of Directors)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	16,858,731	7.51	207,738,519	92.49	3,080,216

8. Shareholder proposal No. 5 (Fighting against forced labour and child labour in loan and investment portfolios)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	55,329,334	24.50	170,487,007	75.50	1,861,226

9. Shareholder proposal No. 6 (Public disclosure of non-confidential, country-by-country reporting, compensation ratios and tax havens)

   OUTCOME	FOR	% FOR	AGAINST	% AGAINST	WITHHELD*
   Defeated	20,668,421	9.15	205,143,253	90.85	1,866,438

10. Shareholder proposal No. 7 (Advisory vote on environmental policies)

* A "withheld" vote is counted as present for quorum purposes but not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.