National Bank of Canada announces increase to NVCC preferred share issue

Not for distribution to U.S. news wire services or for dissemination in the United States.

National Bank of Canada (“National Bank”) today announced that as a result of strong investor demand for its previously announced domestic public offering of non-cumulative 5-year rate reset first preferred shares series 42 (non-viability contingent capital (NVCC)) (the “Series 42 Preferred Shares”), the underwriters have exercised their option to purchase an additional 2,000,000 Series 42 Preferred Shares. The size of the offering has been increased to 12 million shares for gross proceeds of $300 million. The offering will be underwritten by a syndicate led by National Bank Financial Inc. The expected closing date is on or about June 11, 2018.

The net proceeds of the offering will be used for general corporate purposes and added to National Bank’s capital base.

The Series 42 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 StatementsThis press release includes certain forward-looking statements. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of the Bank. Except as required by law, the 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 CanadaWith $256 billion in assets as at April 30, 2018, National Bank of Canada, together with its subsidiaries, forms one of Canada's leading integrated financial groups. It has more than 22,000 employees in knowledge-intensive positions and has been recognized numerous times as a top employer and for its commitment to diversity. Its securities are listed on the Toronto Stock Exchange (TSX:NA). Follow the Bank’s activities at nbc.ca or via social media such as Facebook, LinkedIn and Twitter.

For more information:

Linda Boulanger Vice-President, Investor Relations National Bank of Canada Tel.: 514-394-0296

Claude BretonVice-President, Public AffairsNational Bank of CanadaTel.: 514-394-8644

National Bank of Canada (TSX:NA)
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