MANAGEMENT PROXY CIRCULAR and Notice of Annual Meeting April 1, 2021

YOUR VOTE IS IMPORTANT TO US: Please take some time to read this Management Proxy Circular and vote your shares. Invitation to Shareholders DEAR FELLOW SHAREHOLDERS:

On behalf of the Board, leadership, and employees of CWB Financial Group, we are pleased to invite you to attend the 2021 annual meeting of shareholders on April 1, 2021 at 1:00 p.m. (Mountain Time). We are taking a series of proactive precautionary measures to protect the health and well-being of our employees, clients, communities and you, as a shareholder. This year, in light of the COVID-19 pandemic, we encourage shareholders to attend our annual meeting virtually through the LUMI platform accessible at https://web.lumiagm.com/493591604, password “cwb2021” (case sensitive). Subject to public health directives, the meeting may also have a small in-person option at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, whether you attend virtually or in person, you will gain insightfrom CWB’s leadership about our fiscal 2020 performance, our strategic direction,and have the opportunity to ask questions.

The COVID-19 pandemic posed unprecedented challenges for us, our clients, and our teams, but we entered this period from a position of stability and confidence due to the transformational changes we undertook over many years that strengthened and diversified our business. Our strong capital and funding base enabled us to support our clients when they needed us the most, while we continued to invest in our strategic priorities. Our robust enterprise risk management framework continues to serve us well and your Board continues to maintain a sharp focus on the oversight of key risks.

We are proud of our continued progress towards our goal to be the best full-service bank for business owners in Canada. We have enhanced our differentiated client experience, changing how we interact with our clients in the current environment. The improvements made to our product offering, the achievement of key milestones in our digital roadmap, and the acquisition of T.E. Wealth and Leon Frazer & Associates have significantly added to our full-service client experience across Canada. We submitted our formal application for the Advanced Internal Ratings-Based approach for calculating regulatory capital (AIRB) and, in October, we announced that our expected timeline for approval has been extended to include a parallel run of our AIRB tools and models through 2021. We continue to expect AIRB to create long-term meaningful value for shareholders.

Our commitment to continuous improvement, supported by our core values and a diverse team of qualified leaders at every level of the organization, will drive our long-term success. We are thrilled to report that CWB was recognized in 2020 as one of Canada’s Most Admired Corporate Cultures™, one of the 50 Best Workplaces in Canada, and as one of the Best Workplaces in Financial Services and Insurance. This achievement grows our reputation as a destination for top talent that puts people first.

We stand against systemic racism and have chosen to tackle the work we need to do with intention. We have set new Board and Executive Committee composition targets that tie to our core value:Inclusion has Power. We aim to have Black, Indigenous, and racialized people comprise at least 5% of the Board and the Executive Committee by 2025 and have women comprise at least 40% of the Board, and 30% of the Executive Committee. Currently, of our director nominees, 46% are women and 15% are Black, Indigenous or racialized, and 29% of our Executive Committee members are women.

We collectively committed to provide oversight to all aspects of our corporate responsibility and have added environmental, social, and governance (ESG) oversight to the Board’s mandate. We remain committed to engage with our stakeholders, as we work to create long-term value for all those who choose CWB Financial Group.

This year, we would also like to recognize Mr. Ray Protti for his dedicated service on your Board since 2009. Mr. Protti’s experience and insight will be missed when he retires from the Board at the annual meeting.

Thank you to our fellow shareholders for your confidence and commitment during our transformational journey. We are confident that we are positioned to deliver high quality growth and profitability, and will achieve our full potential across Canada. We look forward to interacting with you virtually at the meeting.

Sincerely,

Robert L. Phillips, Q.C., F.ICD Christopher H. Fowler Chair of the Board President and Chief Executive Officer Notice of Annual Meeting of Common Shareholders of Canadian Western Bank

WHEN: WHERE: Thursday, April 1, 2021 at Virtually *Recommended*: 1:00 p.m. (Mountain Time) Via the LUMI virtual AGM platform at https://web.lumiagm.com/493591604, password “cwb2021” (case sensitive)

In Person *Only if permitted by public health guidelines*: The Fairmont Hotel Macdonald, Empire Ballroom 10065 100 Street NW, Edmonton, Alberta AGENDA The purpose of the meeting is to consider and take action on the following matters:

1. Receive CWB’s financial statements for the year ended October 31, 2020 and the auditors’ report on those statements; 2. Appoint CWB’s auditors who will serve until the next annual meeting; 3. Elect CWB’s directors who will serve until the next annual meeting; 4. Consider an advisory resolution on CWB’s approach to executive compensation; and 5. Consider any other business that may properly come before the meeting.

The accompanying management proxy circular provides detailed information related to the above matters.

If you are unable to attend the meeting at the scheduled time, a recorded version of the webcast will be available on the Investor Relations section of our website at www.cwb.com/investor-relations following the meeting.

By order of the Board,

Bindu Cudjoe Senior Vice President, General Counsel and Corporate Secretary February 1, 2021

YOUR VOTE IS IMPORTANT Please vote as early as possible so your shares are represented at the meeting. CWB’s transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, must receive your vote no later than 1:00 p.m. (Mountain Time) on March 30, 2021. Detailed voting instructions for shareholders begin on page 3 of the management proxy circular.

We encourage you to vote by proxy in advance of the meeting. Contents

(All information is as of February 1, 2021, unless otherwise indicated.) GLOSSARY 2 EXECUTIVE COMPENSATION AND VOTING AND ATTENDANCE RELATED INFORMATION 33 INFORMATION: QUESTIONS COMPENSATION DISCUSSION AND ANALYSIS 35 AND ANSWERS 3 NAMED EXECUTIVE OFFICER COMPENSATION 64 ADDITIONAL COMPENSATION BUSINESS OF THE MEETING 6 DISCLOSURE 72 RECEIVING OUR FINANCIAL STATEMENTS AND AUDITORS’ REPORT 6 COMPENSATION OF SENIOR MANAGERS AND OTHER MATERIAL RISK TAKERS 72 APPOINTING OUR AUDITORS 6 COMPENSATION AWARDED 72 ELECTING OUR DIRECTORS 7 SPECIAL COMPENSATION 72 VOTING ON OUR APPROACH TO EXECUTIVE COMPENSATION (“SAY ON PAY”) 7 DEFERRED COMPENSATION 73 DIRECTOR INFORMATION 8 OTHER INFORMATION 74 YOUR DIRECTOR NOMINEES 8 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 74 DIRECTOR COMPENSATION 16 DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 74 DIRECTORS’ EQUITY REQUIREMENTS 18 SHAREHOLDER PROPOSALS 74 ADDITIONAL INFORMATION 74 CORPORATE GOVERNANCE 19 DIRECTORS’ APPROVAL 74 OUR CORPORATE GOVERNANCE PRACTICES 19 COMMITTEE REPORTS 29

1 Canadian Western Bank Management Proxy Circular Glossary

Terms and abbreviations used in the Management Proxy Circular:

AIRB: Advanced Internal Ratings-Based approach for HR Committee: Human Resources Committee calculating regulatory capital ICAAP: Internal Capital Adequacy Assessment Process Bank Act: Bank Act, SC 1991, c 46 (as amended) ICD: Institute of Corporate Directors bp: Basis points IFRS: International Financial Reporting Standards Board: Board of Directors of CWB IFRS 9: International Financial Reporting Standards 9 CEO: Chief Executive Officer Financial Instruments, effective for CWB CFO: Chief Financial Officer commencing on November 1, 2018 Chair: Chair of the Board or chair of a committee of Income Tax Act: Income Tax Act, RSC 1985, c 1 (5th Supp) (as the Board amended) Circular: This Management Proxy Circular KPMG: KPMG LLP, CWB’s external auditor Code: CWB Financial Group Code of Conduct: Living LAP: Loan Adjudication Panel our Values Largest Canadian Bank of Montreal, Bank of Nova Scotia, Computershare: Computershare Trust Company of Canada, Banks: Canadian Imperial Bank of Commerce, National CWB’s transfer agent Bank of Canada, Royal Bank of Canada, and Toronto-Dominion Bank CRO: Chief Risk Officer LTIP: Long-Term Incentive Program CWB, us, our, we: Canadian Western Bank MD&A: Management’s Discussion and Analysis CWB Financial CWB and its subsidiaries Group: Meridian: Meridian Compensation Partners, Inc., CWB’s independent compensation consultant CWB National CWB National Leasing Inc. Leasing: NEO: Named Executive Officer CWB Wealth CWB Wealth Management Ltd. OSFI: Office of the Superintendent of Financial Management: Institutions DRIP: Dividend Reinvestment Plan Participant: CWB Financial Group employee who participates in the respective plan DSU: Deferred Share Unit PSU: Performance Share Unit DSU Plan: Deferred Share Unit Plan PSU Plan: Performance Share Unit Plan EPS: Earnings Per Share RSU: Restricted Share Unit ERM: Enterprise Risk Management RSU Plan: Restricted Share Unit Plan ESG: Environmental, Social, and Governance SEDAR: System for Electronic Document Analysis and ESPP: Employee Share Purchase Plan Retrieval EVP: Executive Vice President SIP: Share Incentive Plan Executive Committee comprised of the CEO and each EVP STIP: Short-Term Incentive Program Committee: of CWB Supplemental Supplemental Retirement Arrangement for fiscal 2020: The fiscal year ended October 31, 2020 Retirement Plan: CWB senior management FSB: Financial Stability Board SVP: Senior Vice President GCR Committee: Governance and Conduct Review Committee TSR: Total Shareholder Return Group RRSP: CWB’s Group Registered Retirement Savings TSX: Toronto Stock Exchange Plan HR and CC: Human Resources and Corporate Communications

Canadian Western Bank Management Proxy Circular 2 Voting and Attendance Information: Questions and Answers

Q: Why have I received this Circular? • Select “I have a Control Number/Username” and enter your A: You received this Circular because you hold common shares of 15-digit Control Number (your Control Number is located on your CWB as of the record date and have the right to vote at the annual form of proxy) and the password: “cwb2021” (case sensitive). meeting of common shareholders. This Circular details the items Guests, including non-registered securityholders who have not that will be covered and voted on at the annual meeting, along with duly appointed themselves as proxyholders, can also log in to the detailed voting instructions. meeting. Guests can listen to the meeting but are not able to vote. • Go to https://web.lumiagm.com/493591604 in a web Q: Why did I receive a notice regarding the electronic availability of browser on a smartphone, tablet or computer at least this Circular instead of receiving a paper copy? 30 minutes prior to the start of the meeting. The latest A: The notice included in your package provides details on how to versions of Chrome, Safari, Microsoft Edge or Firefox will access an electronic copy of this Circular and how to request a paper be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample copy. By providing a notice instead of a paper copy of this Circular, time to check into the virtual meeting to check we minimize the costs to print and mail this Circular and reduce compatibility and complete the related procedures. the impact on the environment. Canadian securities laws (Notice • Select “I am a guest” and then complete the online form. and Access Rules) allow public companies to provide electronic access to this Circular instead of a paper copy to our registered and Q: How do I ask questions at the virtual meeting? beneficial shareholders, provided that shareholders are given the A: Shareholders are encouraged to submit questions in advance of the option to request a paper copy. meeting by emailing [email protected]. Shareholders participating in the virtual meeting will have the opportunity to Q: Who is soliciting my proxy? submit written questions to the Chair via the LUMI virtual AGM A: The enclosed proxy form is being solicited by CWB management. platform. Please see the annual meeting page of our website for It is expected that the solicitation will be primarily by mail. We will the most up-to-date information: www.cwb.com/investor- bear the costs associated with this solicitation. relations/financial-information/annual-report-and-annual-meeting.

Q: What will I be voting on? Q: How do I appoint a proxyholder to represent me at the virtual A: You will be asked to vote on the following: meeting? • appointment of auditors; A: If you wish to appoint a third-party proxyholder to represent • election of directors; and you at the virtual meeting, you must s ubmit your proxy or • advisory resolution on CWB’s approach to executive voting nsi truction form (a s applicable) pr ior to registering your compensation (“say on pay”). proxyholder. You can choose anyone to act as your proxyholder. It does not have to be the persons named in the enclosed proxy Q: When and where is the meeting being held? form or another shareholder. If you leave the space in the proxy A: April 1, 2021 at 1:00 p.m. (Mountain Time). It is being held virtually form blank, the persons designated in the proxy form, who are CWB by live webcast accessible at https://web.lumiagm.com/493591604, directors, will be appointed to act as your proxyholder. password “cwb2021” (case sensitive) and in-person at the Fairmont Hotel Macdonald in Edmonton, Alberta, Registering your proxyholder is an additional step once you have subject to public health directives. We are holding a virtual submitted your proxy or voting instruction form. Failure to register meeting to address public health measures arising from your proxyholder will result in your proxyholder not receiving a the COVID-19 pandemic in order to limit and mitigate risks to Username to participate in the meeting. To register a proxyholder, the health and safety of the shareholders and the community. you MUST visit http://www.computershare.com/CanWesternBank Please see the annual meeting page of our website for the by 1:00 p.m. (Mountain Time) on March 30, 2021 and most up-to-date information: www.cwb.com/investor-relations/ provide Computershare with your proxyholder’s contact financial-information/annual-report-and-annual-meeting. information so that Computershare may provide your proxyholder Q: How do I access and participate in the virtual meeting? with a Username via email. We encourage you to vote in advance by submitting your voting instruction form or proxy (as A: Registered Shareholders, and duly appointed proxyholders, can applicable) by the applicable deadline. access the meeting as follows: • Go to htps://web.lumiagm.com/493591604 in a web browser on Q: How many shares are entitled to vote? a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, A: As of our record date (February 8, 2021), there were 87,100,635 Microsoft Edge or Firefox will be needed. Please ensure the fully paid and non-assessable common shares outstanding in the browser being used is compatible by logging in early. You should capital of CWB. Each common share holds one vote. allow ample time to check into the virtual meeting to check compatibility and complete the related procedures.

3 Canadian Western Bank Management Proxy Circular Q: Who can vote? c. an agency of any of those entities in a. or b. above; or A: All holders of common shares at the close of business on our record d. any person who has acquired more than 10% of any class of date (February 8, 2021) may vote their shares, unless described shares of CWB without the approval of the Minister of Finance below under “Who cannot vote”. (Canada). In addition, if a person, or entity controlled by any such person, Q: Who cannot vote? beneficially owns, in the aggregate, more than 20% of the eligible A: Shares beneficially owned y b the following entities or persons votes that may be cast, that person or entity may not cast any votes cannot be voted: on the common shares. a. the Government of Canada or a province; b. the government of a foreign country or a political subdivision of To our knowledge, no person, directly or indirectly, owns or a foreign country; exercises control or direction over common shares carrying 10% or more of the votes attached to CWB’s outstanding common shares. Q: How do I vote? A: How you vote depends on whether you are a registered or non-registered (beneficial) shareholder. We recommend that you vote in advance of the meeting by completing and submitting your voting information form or proxy form (as applicable) by the time indicated. Registered Shareholders Non-Registered (Beneficial) Shareholders You are a registered shareholder if you hold the common shares in your You are a non-registered shareholder if your shares are held in the name own name. If that is the case, your name appears on your physical share of an intermediary (which is usually a trust company, securities broker, certificate or in a Direct Registration Statement issued by Computershare or other financial institution) rather than in your own name. confirming your holdings. Your intermediary will send you a voting instruction form. Carefully follow the instructions to vote your common shares. To vote by proxy To vote by proxy

• You may appoint someone to represent you as proxyholder and • You can either mark your voting instructions on the voting instruction vote your shares at the meeting. form or you can appoint another person (called a proxyholder) to • Please complete and sign the proxy form sent to you and return vote your common shares for you. In either case, you will need to it in the postage-prepaid envelope provided. complete and return the voting instruction form as instructed by your • You may also vote by telephone at the number provided on intermediary. your proxy form, or online at www.investorvote.com. • If you have any questions about the documentation required, please contact your intermediary. To vote at the meeting To vote at the meeting

• To vote virtually at the meeting: • To vote virtually at the meeting: o Do not complete the proxy form or return it to us. Register o Insert your name in the space provided for appointing a with Computershare in advance of the meeting and receive a proxyholder and sign and return the voting instruction form as 15-digit control number. instructed by your intermediary. o Registered shareholders who have a 15-digit control o Do not complete the voting section of the voting instruction form, number, along with duly appointed proxyholders as you will vote at the meeting. who were assigned a username by Computershare will be o If no space is provided for you to insert your name on the form, able to vote and submit questions during the meeting. To please contact your intermediary for instructions. do so, please go to https://web.lumiagm.com/493591604 o Please register with Computershare as proxyholder in advance of prior to the start of the meeting to log in. Click in “I have a the meeting. login” and enter your 15-digit control number or username o Once logged into the LUMI virtual AGM platform, use the voting along with the password “cwb2021”. function. You will be prompted to vote on each item of business • Once logged into the LUMI virtual AGM platform, use the voting when the Chair calls for a vote. function. You will be prompted to vote on each item of business • To vote in person at the meeting: when the Chair calls for a vote. o Insert your name in the space provided for appointing a • To vote in person at the meeting: proxyholder and sign and return the voting instruction form as o Do not complete the proxy form or return it to us. Please bring instructed by your intermediary. it with you to the meeting and register with Computershare o Do not complete the voting section of the voting instruction form, when you arrive at the meeting. as you will be voting in person at the meeting. o If no space is provided for you to insert your name on the form, please contact your intermediary for instructions. o Please register with Computershare when you arrive at the meeting. Changing your vote Changing your vote If you want to revoke your proxy after you have delivered it either If you have returned your voting instructions to your intermediary and electronically or by mail, you can do so by signing a written statement change your mind about your vote, or decide to attend the meeting and to this effect and delivering it to Bindu Cudjoe, Corporate Secretary, vote in person, contact your intermediary to discuss whether revocation Canadian Western Bank, Suite 3000, Canadian Western Bank Place, is possible and, if so, the procedure to follow. 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 on or before March 30, 2021. You may also provide your written statement to the Chair of the meeting prior to the meeting start time, or in any other manner permitted by law.

Canadian Western Bank Management Proxy Circular 4 Q: How will my shares be voted if I give my proxy? Q: How will votes be counted? A: The common shares represented by your proxy will be voted or A: Computershare will act as the meeting’s scrutineer, and will count withheld from voting according to your instructions. the proxies and tabulate the results. If you specify how you want your shares to be voted on a particular matter, your proxyholder must vote your shares accordingly. If you Q: Is my vote confidential? do not specify how you want your shares voted, your proxyholder A: Computershare preserves the confidentiality of shareholder votes, will decide how to vote. except where: If you properly complete and return your proxy form or voting • the Chair of the meeting is required to rule on the validity of instruction form, but do not appoint a different proxyholder, and voting instructions contained in a proxy; do not specify how you want to vote, the CWB directors designated • the shareholder clearly intends to communicate their position to in the proxy form as your proxyholder will vote for you as follows: management; or • necessary to comply with legal requirements. • FOR the appointment of KPMG as CWB’s auditors; • FOR the election as directors of each of the nominees set out Subject to these three exceptions, all proxies are considered under the heading “Your Director Nominees” section in this confidential and will be retained by Computershare in its capacity Circular; and as CWB’s transfer agent. • FOR the advisory resolution on CWB’s approach to executive compensation. Q: How do I find out the voting results? A: The voting results will be announced at the meeting. After the Q: What if these matters are amended or if other matters are meeting, a detailed report on the voting results will be posted on brought before the meeting? CWB’s website at www.cwb.com and under CWB’s profile A: No matter is expected to come before the meeting other than the on SEDAR at www.sedar.com. matters referred to in the notice of meeting. However, if any matter which is not now known to management (or any amendment or variation to matters identified in the notice of meeting) properly comes before the meeting, the proxies will be voted on such matters in accordance with the best judgement of the person or persons voting the proxies.

5 Canadian Western Bank Management Proxy Circular Business of the Meeting

RECEIVING OUR FINANCIAL AUDITOR SERVICE FEES STATEMENTS AND AUDITORS’ REPORT The fees paid to KPMG by CWB Financial Group, by category, during Our consolidated financial statements for the year ended October 31, fiscal 2020 and 2019 follow: 2020, together with the auditors’ report on those statements, will be Year Ended presented at the meeting. You will find these documents in our 2020 Year Ended October 31, 2019 Annual Report, which has been delivered or made available to you in October 31, 2020 ($) accordance with securities laws, unless you acquired your shares after ($) the mail-out. You can also find these documents on our website at Audit fees 1,552,038 1,456,546 www.cwb.com and under our profile on SEDAR at www.sedar.com. The Audit-related fees 84,500 92,750 financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. Tax-related fees 26,475 144,950 All other fees 469,150 174,773 APPOINTING OUR AUDITORS Total fees 2,132,163 1,869,019 The Board proposes the appointment of KPMG as our external auditors until the end of our next annual meeting of shareholders. AUDIT FEES KPMG has been our external auditors since fiscal 2008. Audit fees are paid for professional services rendered for the audit of Approval of this resolution will require that it be passed by a majority our annual financial statements and the audit of our subsidiaries, audits of the votes cast by common shareholders. of the financial statements of investment funds managed by the CWB Financial Group, for services provided in connection with statutory The Board recommends that you vote FOR the appointment of and regulatory filings, for services and regulatory filings related to KPMG as auditors of CWB. Unless specified, the persons designated prospectuses and other offering documents, the review of our interim in the proxy form intend to vote FOR the appointment of KPMG as financial statements, and the Service Organization Controls 1 audit for auditors of CWB until the end of our next annual meeting of Canadian Western Trust Company. In 2019, audit fees also included fees shareholders. in respect of audit work related to our adoption of IFRS 9. AUDITOR INDEPENDENCE – PRE-APPROVAL AUDIT-RELATED FEES POLICIES AND PROCEDURES Audit-related fees are paid for assurance and related services that are As part of our corporate governance structure, the Audit Committee reasonably related to the performance of the audit or review of the annually reviews and recommends to the Board the terms and scope of financial statements and are not reported under the audit fees item the external auditors’ engagement. To further ensure that the auditors’ above, including fees for French translation of our interim and annual independence is not compromised, our policy requires that the Audit financial statements. Committee pre-approve all significant engagements of the auditors for non-audit services and monitor all other engagements. TAX-RELATED FEES

Under our policy, the significance threshold for non-audit engagements Tax-related fees are paid for professional services relating to tax planning, is defined as any engagement for which the cost estimate exceeds 5% advisory and compliance services. Tax compliance services include the of the annual audit fee, as outlined in the auditors’ scope review of corporate tax returns. Tax planning and advisory services memorandum. Receiver/manager services provided by the include advice related to common forms of taxation, including income auditors with respect to borrowers of CWB are not included in the tax, capital tax, and goods and services tax. During 2019, tax compliance definition of non-audit services under our policy but are reviewed by services included the preparation of senior management personal tax the Audit Committee on an annual basis. returns. Commencing in 2020, this service ceased to be offered by CWB.

All non-audit service engagements, regardless of the cost estimate, are ALL OTHER FEES required to be co-ordinated and approved by our CFO, or designate, All other fees were paid for services other than the audit fees, audit- to further ensure that adherence to this policy is monitored. All non- related fees and tax-related fees described above. In both 2020 and audit service engagements are reported to the Audit Committee on a 2019, these fees primarily related to providing subject matter expertise, quarterly basis. training, and review in assisting our internal audit team’s planning and execution of procedures covering requirements for the AIRB methodology for calculating regulatory capital and the related quantitative credit risk, model risk and data governance. Fees were higher in 2020 due to timing of AIRB-related work. In 2020, all other fees also included Environmental, Social and Governance, and climate change advisory services.

Canadian Western Bank Management Proxy Circular 6 ELECTING OUR DIRECTORS than 98% of votes cast were in favour of our approach to executive compensation, with 58,138,164 votes in favour out of a total 59,271,219 There are 13 nominees standing for election to serve as directors until votes cast. the end of our next annual meeting of shareholders. All 13 nominated directors have been recommended by the GCR Committee, with Our executive compensation program is designed to align our 11 nominated directors currently serving on the Board and Dr. Delorme executives’ interests with our shareholders’ long-term interests. To and Mr. Rawji as new nominees to the Board. After 12 years of dedicated this end, the program centres on pay for performance, is based on service, Mr. Protti will retire from the Board and not stand for re-election market practice, and follows strong governance and risk management at the annual meeting. You can find information about the nominated principles. We encourage you to read the “Executive Compensation and directors under the heading “Your Director Nominees” beginning Related Information” section of this Circular beginning on page 33. That on page 8. section describes our approach to executive compensation, including our objectives, philosophy, and guiding principles. Furthermore, the We have a Majority Voting Policy for the election of directors. Any Board encourages shareholders with specific concerns about executive nominee in an uncontested election who receives more “withheld” compensation to contact the Board directly by writing to the Chair of votes than votes in their favour is considered to not have received the the Board, Canadian Western Bank, Suite 3000, Canadian Western Bank support of shareholders, and is expected to immediately tender their Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6, or by resignation to the Board for consideration. More information about our email at [email protected]. Majority Voting Policy can be found on page 24. We ask you to vote on the way we compensate our executives by voting The Board recommends that you vote FOR each of the director for or against the following resolution: nominees listed in this Circular. Unless specified, the persons designated in the proxy form intend to vote FOR each of the nominees “RESOLVED on an advisory basis, and not to diminish the role and listed in the “Your Director Nominees” section of this Circular. responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Canadian Western Bank’s management proxy circular delivered in VOTING ON OUR APPROACH TO advance of the 2021 annual meeting of common shareholders.” EXECUTIVE COMPENSATION (“SAY ON PAY”) Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. While this vote is non-binding, The Board believes that shareholders should have the opportunity to the Board and the HR Committee will consider the results as part of their have a say on our approach to executive compensation. We offer you ongoing review of our executive compensation program. the opportunity to cast your advisory vote regarding our approach to executive compensation (your “say on pay”). Your vote on the advisory The Board recommends that you vote FOR the advisory resolution resolution is an important indication of your understanding and support on our approach to executive compensation. Unless specified, the of our approach to executive compensation, and we are committed to persons designated in the proxy form intend to vote FOR the advisory responding to shareholder feedback. At the 2020 annual meeting, more resolution on our approach to executive compensation.

7 Canadian Western Bank Management Proxy Circular Director Information

YOUR DIRECTOR NOMINEES The charts below provide summary information about the key skills and experience, gender diversity, tenure, and geographic location of our director nominees. There are 13 nominees standing for election to serve as directors until the end of our next annual meeting of shareholders. Christopher H. Fowler, our President and CEO, is the only non-independent director nominee, as the Bank Act requires that the CEO be a member of CWB’s Board.

SKILLS AND EXPERIENCE GENDER Accounng and Finance 100%

Business Transformaon Women (6) 46% 100%

Corporate Responsibility/Sustainability 100%

Human Resources/Compensaon BLACK, INDIGENOUS OR RACIALIZED PERSONS 100%

Informaon Technology and Security 77% Black, Indigenous or 15% Investment Banking/Mergers and Acquisions Racialized Persons (2) 85%

Legal/Regulatory 69%

Public Policy TENURE* 69%

Risk Management/Risk Governance 0 - 5 years (5) 39% 100% 6 - 10 years (6) 46% Strategic Planning 11+ years (2) 15% 100%

* Average tenure is 8.9 years. GEOGRAPHIC LOCATION

Ontario (3) 23%

Brish Columbia (3) 23%

Manitoba (1) 8%

Alberta (6) 46%

Canadian Western Bank Management Proxy Circular 8 The GCR Committee recommends the individuals below for election as directors of CWB, to hold office until the end of our next annual shareholders’ meeting. All of the nominated individuals are currently CWB directors and were elected at the last annual shareholders’ meeting on April 2, 2020, except for Ms. Filippelli who was appointed August 1, 2020, and Dr. Delorme and Mr. Rawji who are being nominated for election. The director biographies below provide detailed information about each nominee, including their age (at the date of the annual meeting), education, expertise, other public company board memberships, committee memberships, meeting attendance, equity ownership, and voting results from last year’s director election. The value of common shares, DSUs for independent directors, and RSUs and PSUs for Mr. Fowler, are valued at the closing price of the common shares on the TSX on February 1, 2021 for 2021 ($28.84) and January 31, 2020 for 2020 ($32.72). Starting in 2019, the minimum director equity requirement increased to $570,000 (six times the maximum cash component of the director retainer). All directors have three years to meet the increased requirement.

Mr. Bibby is a Corporate Director. He was previously the CEO of Grosvenor Americas Partners, a property investment and development partnership. Mr. Bibby currently serves on the board of UBC Properties Trust. Mr. Bibby received a Bachelor of Commerce from the University of British Columbia, a Master of Philosophy from Oxford University, and completed the Advanced Management Program at Harvard Business School.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Board of Directors 9 of 10 90% Andrew J. Bibby HR Committee 5 of 5 100% 19 of 20 95% Vancouver, British Columbia Risk Committee 5 of 5 100% Canada Age: 63 Equity Ownership Director Since: 2012 Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a Results of 2020 vote: Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 99.88% 2021 11,247 15,406 26,653 768,673 570,000 4.39 2020 10,709 11,687 22,396 732,797 570,000 4.19

Dr. Delorme is CEO of The Imagination Group of Companies. She has extensive experience as a director of numerous private companies and charitable organizations including the Donner Canadian Foundation, The Canadian Centre to End Human Trafficking, The Canadian Energy and Climate Nexus, Century Initiative, The National Indigenous Economic Development Board, Queen’s University, Mount Royal University, and the RCMP Foundation. Dr. Delorme holds a Bachelor of Science degree, a Master of Business Administration from Queen’s University, and both a PhD and an Honorary Doctor of Laws from the University of Calgary. She is a Member of the Order of Canada and is the recipient of multiple awards including Indspire Business and Commerce, Canada’s Most Powerful Women: Top 100, Alberta Centennial Medal, University of Calgary Dr. Douglas Cardinal Award, Alberta Chamber of Commerce Business Award of Distinction, Calgary Chamber of Commerce Salute to Excellence Award, and Métis Nation Entrepreneurial Leadership Award.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Marie Y. Delorme - - Calgary, Alberta Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Canada Age: 65 - - - - - New Nominee Equity Ownership Independent Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required(1) ($) Multiple of Annual Retainer 2021 ------

(1) If elected on April 1, 2021, Dr. Delorme will have until April 1, 2024 to comply with the minimum equity requirement.

9 Canadian Western Bank Management Proxy Circular Ms. Filippelli is a Corporate Director with extensive experience in financial services. She served as Vice-Chair and Managing Partner of Deloitte Canada and was a member of Deloitte’s Leadership Team, Clients and Industries Management Committee and Risk Executive. Previously, she served on the Global Executive of Lloyds Banking Group as the Group Audit Director based in London, England. Prior to that, she spent more than two decades with KPMG Canada in progressive roles, including as Partner and National Industry Leader, Financial Services. Ms. Filippelli is a Chartered Professional Accountant and holds a Bachelor of Business Management from Ryerson University. She is an executive advisor on strategic, governance and regulatory matters and a member of the Dean’s Council at the Ted Rogers School of Management at Ryerson University.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Maria Filippelli Board/Committee Membership(1) 2020 Attendance 2020 Attendance (Total) Toronto, Ontario Board of Directors 3 of 3 100% Canada Age: 54 Audit Committee 1 of 1 100% 5 of 5 100% Director Since: 2020 GCR Committee 1 of 1 100% Independent Equity Ownership Results of 2020 vote: n/a Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required(1) ($) Multiple of Annual Retainer 2021 - 1,513 1,513 43,635 - 0.25

(1) Ms. Filippelli was appointed to the Board on August 1, 2020 and has until August 1, 2023 to comply with the minimum equity requirement.

Mr. Fowler is the President and CEO of CWB. He joined CWB in 1991 and was appointed President and CEO in 2013. Mr. Fowler currently serves on the board of the University Hospital Foundation, as well as on the Campaign Cabinet of the United Way of the Alberta Capital Region. Mr. Fowler received a Bachelor of Arts (Economics) and a Master of Arts (Economics) from the University of British Columbia.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Board of Directors 10 of 10 100% 10 of 10 100% Christopher H. Equity Ownership Fowler Total Common Total Value of Edmonton, Alberta Common RSUs and Shares, RSUs Common Shares, Canada Year Shares PSUs and PSUs RSUs and PSUs ($) Age: 61 2021 121,526 91,114 212,640 6,132,538 For further disclosure relating to the value of Mr. Fowler's Director Since: 2013 2020 113,274 69,705 182,979 5,987,073 shareholdings, refer to the tables on pages 38 and 59. Non-Independent Results of 2020 vote: 99.33%

Ms. Hohol, a Corporate Director, is the former President of TSX Venture Exchange Inc. and the TMX Group Inc. Prior to that, she held the roles of EVP, Wealth Management and SVP, Alberta and NWT at Canadian Imperial Bank of Commerce. In addition to the public company directorship set out below, Ms. Hohol has served on many boards, including ATB Financial, the Calgary Airport Authority, EllisDon Construction Ltd. and Export Development Canada. She is the Chair of the National Board of the ICD. Ms. Hohol is a graduate of the Executive Development Program of the Kellogg Business School and a Fellow of the Institute of Canadian Bankers.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Audit and Finance Committee (Chair) NAV CANADA (2012 – Present)(1) Transformation Committee Pension Committee Linda M.O. Hohol Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Calgary, Alberta Canada Board of Directors 10 of 10 100% Age: 69 HR Committee (Chair)(2) 4 of 5 80% 19 of 20 95% Director Since: 2011 Independent Risk Committee 5 of 5 100% Results of 2020 vote: Equity Ownership 99.79% Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 2021 9,490 18,100 27,590 795,696 570,000 4.55 2020 9,490 14,255 23,745 776,936 570,000 4.44

(1) Reporting issuer but not listed on a stock exchange. (2) Ms. Hohol was appointed as Chair of the HR Committee effective April 2, 2020.

Canadian Western Bank Management Proxy Circular 10 Mr. Manning is President of Cathton Investments Ltd. (Cathton), a general investment holding company. He was previously EVP and a director of North West Trust Company and Corporate Banking Account Manager at Bank of Montreal. Mr. Manning is a director of numerous private companies. Mr. Manning completed a Bachelor of Science (Hons) at the University of Manchester Institute of Science and Technology and a Master of Business Administration at the Cranfield School of Management.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Robert A. Board of Directors 10 of 10 100% Manning Audit Committee (Chair) 5 of 5 100% 20 of 20 100% Edmonton, Alberta HR Committee 5 of 5 100% Canada Age: 71 Equity Ownership Director Since: 1986 Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a (1) Results of 2020 vote: Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 83.61% 2021 1,943,470 31,534 1,975,004 56,959,115 570,000 325.48 2020 1,943,470 25,208 1,968,678 64,415,144 570,000 368.09

(1) Of the common shareholdings disclosed for Mr. Manning, 1,884,922 shares are owned by Cathton. Mr. Manning is a director and the President of Cathton.

Ms. Mitchell is a Corporate Director. She was previously Deputy Chair of RBC Wealth Management, Royal Bank of Canada. Ms. Mitchell currently serves on the boards of private companies and organizations. Ms. Mitchell received a Bachelor of Arts from Queen’s University and a Master of Business Administration from the University of Alberta. She is also a Fellow of the Institute of Canadian Bankers and holds the ICD.D designation from the ICD.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Board/Committee Membership(1) 2020 Attendance 2020 Attendance (Total) Board of Directors 10 of 10 100% E. Gay Mitchell GCR Committee 5 of 6 83% 20 of 21 95% Toronto, Ontario Risk Committee 5 of 5 100% Canada Age: 64 Equity Ownership Director Since: 2019 Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($)(1) Multiple of Annual Retainer Results of 2020 vote: 99.84% 2021 25,350 9,063 34,413 992,471 - 5.67 2020 11,350 3,582 14,932 488,575 - 2.79

(1) Ms. Mitchell was appointed to the Board on January 31, 2019 and has until January 31, 2022 to comply with the minimum equity requirement.

Ms. Morgan-Silvester is a Corporate Director serving on a variety of private, corporate, and non-profit boards. She was previously EVP, Personal Financial Services and Wealth Management of HSBC Bank Canada, and President and CEO of HSBC Trust Company (Canada). She has served in the past as Chancellor of the University of British Columbia, Chair of Vancouver Fraser Port Authority, Chair of BC Women’s Hospital and Health Centre Foundation and as a director of ENMAX Corporation. Ms. Morgan-Silvester received a Bachelor of Commerce (Hons) from the University of British Columbia and is a Fellow of the Institute of Canadian Bankers. She also holds a Human Resources and Compensation Committee designation from the Directors College. In 2018, Ms. Morgan-Silvester was a recipient of WXN’s Canada’s Most Powerful Women: Top 100 award and, in 2017, was appointed to the Order of British Columbia.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Audit and Finance Committee (Chair) Sarah A. Morgan- BC Ferry Services Inc. (2016 – Present)(1) Capital Projects Committee Silvester, O.B.C. Information Technology Governance Committee Vancouver, British Columbia Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Canada Age: 61 Board of Directors 10 of 10 100% Director Since: 2014 HR Committee 5 of 5 100% 20 of 20 100% Independent Risk Committee (Chair) 5 of 5 100% Results of 2020 vote: Equity Ownership 99.86% Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 2021 11,650 21,245 32,895 948,692 570,000 5.42 2020 11,650 14,117 25,767 843,096 570,000 4.82

(1) Reporting issuer but not listed on a stock exchange.

11 Canadian Western Bank Management Proxy Circular Ms. Mulligan is a Corporate Director. She was previously the EVP and CFO of Valeant Pharmaceuticals International Inc. (formerly Biovail Corporation), EVP, CFO and Treasurer of Linamar Corporation, and the EVP, Systems and Operations of Bank of Nova Scotia. She is also a past Governor of the University of Waterloo and Trustee of the Ontario Science Centre. Ms. Mulligan is a Chartered Professional Accountant. She received a Bachelor of Mathematics (Hons) from the University of Waterloo and is a Fellow of the Chartered Professional Accountants of Ontario.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Audit Committee New Gold Inc. (2018 – Present) Corporate Governance and Nominating Committee (Chair) Ontario Power Generation Inc. (2005 – 2019) - Margaret J. ClearStream Energy Services Inc. (2014 – 2018) - Mulligan, FCPA, FCA Capital Power Corporation (2012 – 2016) - Oakville, Ontario Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Canada Board of Directors 10 of 10 100% Age: 62 Director Since: 2017 Audit Committee 5 of 5 100% 20 of 20 100% Independent Risk Committee 5 of 5 100% Results of 2020 vote: Equity Ownership 98.51% Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 2021 9,000 18,754 27,754 800,425 570,000 4.57 2020 9,000 10,660 19,660 643,275 570,000 3.68

Mr. Phillips is President of R.L. Phillips Investments Inc., a private investment firm. Mr. Phillips was previously President and CEO of BCR Group of Companies, EVP of MacMillan Bloedel Limited, and President and CEO of Dreco Energy Services Ltd. and of PTI Group Inc. Mr. Phillips received a Bachelor of Science, Chemical Engineering (Hons) and a Bachelor of Laws (Gold Medalist) from the University of Alberta. In 2017, Mr. Phillips was inaugurated by the ICD with the ICD Fellow designation (F.ICD). He currently serves on the National Board of the ICD and is Chair of its Audit Committee.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Audit Committee Capital Power Corporation (2019 – Present) Health, Safety and Environment Committee Finance Committee (Chair) Robert L. Phillips, Corporate Governance and Nominating Committee Q.C., F.ICD Canadian National Railway Company (2014 – Present) Environment, Safety and Security Committee Human Resources and Compensation Committee Anmore, British Columbia Strategic Planning Committee Canada Age: 70 Lead Director Director Since: 2001 West Fraser Timber Co. Ltd. (2005 – Present) Governance and Nominating Committee (Chair) Human Resources and Compensation Committee Independent Maxar Technologies Inc. (and its predecessor Maxar Results of 2020 vote: Technologies Ltd. (formerly MacDonald, Dettwiler & - 86.53% Associates Ltd.)) (2003 – 2020) Precision Drilling Corporation (2004 – 2017) - Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Board of Directors 10 of 10 100% Audit Committee 5 of 5 100% GCR Committee 6 of 6 100% 31 of 31 100% HR Committee 5 of 5 100% Risk Committee 5 of 5 100% Equity Ownership Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer(1) 2021 41,381 27,779 69,160 1,994,574 570,000 11.40 2020 36,062 22,720 58,782 1,923,347 570,000 10.99

(1) Mr. Phillips’ total Amount at Risk as a Multiple of Annual Retainer is based on the annual director retainer of $175,000.

Canadian Western Bank Management Proxy Circular 12 Mr. Rawji is CEO of MobSquad, an innovative Canadian start-up that ensures high caliber software engineers with US work visa challenges remain working with their current company, but near-shored from Canada. Mr. Rawji is a Principal with Totem Capital Corporation, a private capital firm focussed on investing in Canadian small business and is Venture Partner with Relay Ventures, a venture capital firm. Mr. Rawji received a Master of Business Administration with High Honors from Harvard Business School and a Bachelor of Commerce with Honours from the University of British Columbia. He is a recipient of the Queen Elizabeth II Diamond Jubilee Medal, the Heart & Stroke Foundation’s Award of Merit, the Sauder School of Business’ Teaching Excellence Award, Business for the Arts’ Arnold Edinborough Award, and is a member of Canada’s Top 40 Under 40 (2017).

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees - - Irfhan A. Rawji(1) Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Calgary, Alberta - - - - - Canada Equity Ownership Age: 42 New Nominee Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required(2) ($) Multiple of Annual Retainer 2021 ------

(1) Mr. Rawji was a director and Board Chair of Carrot Insights Inc., when it filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) on July 11, 2019. (2) If elected on April 1, 2021, Mr. Rawji will have until April 1, 2024 to comply with the minimum equity requirement.

Mr. Reid is a Corporate Director. He retired from Finning International Inc. in 2008 after a 30-year career, which included 11 years as President of Finning (Canada) Ltd. In addition to the public company directorships set out below, Mr. Reid serves as the independent Chair on the Board of Directors of Fountain Tire Ltd., a privately held corporation owned in partnership with Goodyear Canada, and serves on the Board of Directors of Associated Engineering. He served as the Chair of the Board of Governors of the Northern Alberta Institute of Technology from 2003 until 2007, and has been a member of numerous other community and industry associations. Mr. Reid received a Bachelor of Commerce from the University of Saskatchewan and is a graduate of the Advanced Management Program at Harvard Business School.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Chair of the Board of Directors Audit and Financial Risk Committee Ian M. Reid OceanaGold Corporation (2018 – Present) Governance and Nominations Committee Edmonton, Alberta Remuneration, People and Culture Committee Canada Sustainability Committee Age: 65 Stuart Olson Inc. (2007 – 2020) - Director Since: 2011 Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Independent Board of Directors 10 of 10 100% Results of 2020 vote: 96.59% GCR Committee (Chair) 6 of 6 100% 21 of 21 100% Risk Committee 5 of 5 100% Equity Ownership Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 2021 11,292 30,367 41,659 1,201,446 570,000 6.87 2020 10,762 25,940 36,702 1,200,889 570,000 6.86

Mr. Riley is President and CEO of Richardson Financial Group Limited, a financial services affiliate of James Richardson & Sons, Limited. Prior to 2003, he was the Chair, President and CEO of Investors Group Inc., a personal financial services organization. In addition to the public company directorships set out below, Mr. Riley is Chair of the Board of Directors of the University of Winnipeg Foundation. Mr. Riley received a Bachelor of Political Science from Queen’s University and a Juris Doctor from Osgoode Hall Law School. Mr. Riley was appointed as a Member of the Order of Canada in 2002.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Nominating Committee Molson Coors Brewing Company (1999 – Present) Compensation and Human Resources Committee The North West Company Inc. (2002 – Present) Chair of the Board H. Sanford Riley, GMP Capital Inc. (2009 – 2017) - C.M. Manitoba Telecom Services Inc. (2011 – 2017) - Winnipeg, Manitoba Canada Board/Committee Membership 2020 Attendance 2020 Attendance (Total) Age: 70 Board of Directors 9 of 10 90% Director Since: 2011 Audit Committee 5 of 5 100% 19 of 20 95% Independent HR Committee 5 of 5 100% Results of 2020 vote: 99.68% Equity Ownership Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 2021 18,351 36,165 54,516 1,572,241 570,000 8.98 2020 13,212 27,851 41,063 1,343,581 570,000 7.68

13 Canadian Western Bank Management Proxy Circular ATTENDANCE Four regularly scheduled quarterly Board meetings and six special Board meetings were held, and each Board committee met at least four times during the 2020 fiscal year. Additional special Board meetings were held in 2020 to address our AIRB application, for education sessions, and to consider ESG initiatives. Directors are expected to attend our annual shareholders’ meeting as well as all Board meetings and meetings of committees on which they serve. Directors are invited to and often attend meetings of committees they do not serve on, and may contribute at such meetings as guests.

The following table sets out the directors’ attendance at the Board meetings and committee meetings held during fiscal 2020. This table includes the attendance of Mr. Protti, who will retire on April 1, 2021 and excludes the attendance of Mr. Rowe, who retired on April 2, 2020.

Board Audit Committee GCR Committee HR Committee Risk Committee LAP(2) (10 meetings) (5 meetings(1)) (6 meetings) (5 meetings) (5 meetings(1)) (9 meetings) #%#%#%#%#% # Andrew J. Bibby 9 90 - - - - 5 100 5 100 9 Maria Filippelli(3) 3/3 100 1/1 100 1/1 100 - - - - - Christopher H. Fowler 10 100 ------6 Linda M.O. Hohol 10 100 - - - - 4 80 5 100 5 Robert A. Manning 10 100 5 100 - - 5 100 - - - E. Gay Mitchell 10 100 - - 5 83 - - 5 100 4 Sarah A. Morgan-Silvester 10 100 - - - - 5 100 5 100 3 Margaret J. Mulligan 10 100 5 100 - - - - 5 100 2 Robert L. Phillips 10 100 5 100 6 100 5 100 5 100 5 Raymond J. Protti 10 100 5 100 6 100 - - - - 1 Ian M. Reid 10 100 - - 6 100 - - 5 100 2 H. Sanford Riley 9 90 5 100 - - 5 100 - - - Totals/Average 111/113 98 26/26 100 24/25 96 29/30 97 35/35 100 -

(1) The Audit and Risk Committees each held four regularly scheduled meetings and met once jointly. (2) LAP meetings are held from time to time throughout the year for the purpose of adjudicating credit applications that exceed management authority. The directors who participate in any LAP meeting varies. See page 21 for further information on the LAP. (3) Effective August 1, 2020, Ms. Filippelli was appointed to the Board, the Audit Committee and the GCR Committee.

Canadian Western Bank Management Proxy Circular 14 DIRECTOR SKILLS AND EXPERIENCE A board of directors is most effective when it can draw from a variety of diverse skills, backgrounds, and experiences. The following table outlines the diversity of experience and expertise of the director nominees. Each director nominee completed a self-assessment applying a scale of 2 – extensive experience, 1 – some experience and 0 – little to no experience. As discussed under the heading “Nomination of Directors, Board Composition and Board Renewal” below, the GCR Committee uses this table to analyze the skills and experience of the Board as a whole when considering new director candidates. . Bibby Andrew J Andrew Delorme Marie Y. Maria Filippelli H. Fowler Christopher Hohol Linda M.O. A. Manning Robert Mitchell E. Gay A. Morgan-Silvester Sarah Mulligan J. Margaret L. Phillips Robert Irfhan A. Rawji Ian M. Reid Riley H. Sanford Strategic Planning – Experience in the development and 2222222222222 implementation of strategic direction of a large organization. Executive Leadership– Experience as a senior executive of a publicly listed company or an organization of at least a similar size as CWB 2222222222122 Financial Group (employees, revenue, etc.). Other Board Experience – Served as a board member of a public, private or non-profit entity of at least a similar size as CWB Financial 0120222222022 Group. Accounting and Finance– Knowledge of and experience with financial accounting and reporting, familiarity with internal financial/accounting 1122222221221 controls, and/or International Financial Reporting Standards. Financial – Accounting designation. 0020000020000 Investment Banking/Mergers and Acquisitions– Experience with 0022111122222 investment banking or mergers and acquisitions. Risk Management/Risk Governance – Experience in managing or overseeing risk, particularly at a financial institution or at an 1122212221122 organization where the management of risk is an important part of the role responsibilities. Human Resources/Compensation– An understanding of the principles and practices relating to human resources and/or actual experience in managing or overseeing human resources, including experience in: 2222212222122 compensation plan design and administration; leadership development/ talent management; succession planning; and compensation decision- making, including risk-related aspects of compensation. Business Transformation– Understanding of and experience in 1222112221222 implementing significant organizational changes. Corporate Responsibility/Sustainability – Understanding of and experience with corporate responsibility practices and the constituents 1212111211221 involved in sustainable development practices. Legal/Regulatory – Experience as a commercial and corporate lawyer either in private practice or in-house with a publicly listed company 0022101112102 or major organization, or experience in compliance for complex regulatory regimes. Information Technology and Security– Experience as a senior executive relating to information technology and security needs of a 0012101121211 major organization, including Fintech and cyber security. Public Policy – Experience in the workings of government and public 0110101121201 policy. Relevant Sectoral Experience – Oversight, advisory or operational experience other than serving as a director of a board in one or more of the following industries or sectors relevant to CWB Financial Group: 2122222220222 financial services industry; real estate industry; equipment industry; retail industry, including creation or distribution of retail products, customer research or brand development and positioning.

15 Canadian Western Bank Management Proxy Circular NOMINATION OF DIRECTORS, BOARD a model-enabled financial institution has increased significantly as part of COMPOSITION AND BOARD RENEWAL the required organizational evolution to support the AIRB application. The GCR Committee is our Nominating Committee and is responsible for Director compensation will generally be positioned as a consistent identifying new director candidates for consideration. percentage of the median director compensation value at the Largest Canadian Banks, taking differences in company size and breadth of Our objective is for our Board to have a sufficient and diverse range of business lines into account. The GCR Committee also considers the risks, skills, expertise, and experience to ensure its responsibilities are carried responsibilities, workload, time commitment, and the skills required out effectively. The GCR Committee annually reviews the size, composition of the Board in light of the evolving complexity of our business and and diversity of the Board and Board committees. The GCR Committee increased regulatory oversight and scrutiny. No changes were made to uses an expertise and skills matrix (similar to that set out on page 15) to: director compensation in fiscal 2020. 1. assess the competencies and diversity of current directors; RETAINERS AND FEES 2. identify desirable skill sets to look for in new director candidates; and 3. consider whether the Board’s skills and experience need to be The Board believes in a simple, transparent, and easy to administer director strengthened in any areas. compensation structure. We compensate directors on an annual flat fee basis to cover all aspects of their workload and responsibilities as directors As part of the Board’s renewal process, the GCR Committee regularly of CWB. Many public companies have adopted flat fee structures to reflect analyzes these factors when considering whether the Board has the the growing responsibilities of directors, and the time and attention appropriate Board composition and recommending potential nominees required of directors throughout the year. While attendance at meetings is for consideration. an important aspect of a director’s job, it is no longer the sole responsibility. The GCR Committee does not maintain a standing list of competencies, Directors provide services outside of Board meetings, including engaging such as skills, expertise, and experience, expected from new directors, with management, regulators, investors, external advisors, and other third since such competencies sought from director candidates will vary as the parties (such as proxy advisory firms). They also review significant volumes composition of the Board and its committees evolves over time. of materials and are required to be available to advise management, Once it is determined that adding a director to the Board is desirable, engage with shareholders, and consider corporate opportunities. The the GCR Committee seeks out suitable candidates and assesses each flat fee structure better reflects these ongoing responsibilities. Meeting potential candidate’s skills, expertise, and experience against the attendance fees apply for the LAP because the workload and number of needs of the Board and its committees, and the current complement of meetings may vary significantly from year to year. directors. The GCR Committee will also takeinto account such matters as Directors are reimbursed for travel and other expenses when they attend a candidate’s integrity, geographic location, and diversity criteria such as meetings or conduct business on behalf of CWB Financial Group. race, ethnicity, age, gender identity, sexuality, and abilities. Background checks are completed on all new director nominees. All directors are expected to serve on two committees (including one of either the Audit or Risk Committees) as part of their Board service and DIRECTOR COMPENSATION in exchange for their Board retainer. Any director serving on both the Audit and Risk Committees (other than the Chair of the Board) receives COMPENSATION GOVERNANCE an additional $15,000 cash retainer in recognition of the significant The GCR Committee is responsible for reviewing director compensation workloads associated with each of those committees. Director and recommending to the Board the amount and structure of director compensation is paid after each quarter in arrears. Our current director compensation. Our director compensation program is designed to compensation structure follows. attract and retain qualified individuals to act as directors of CWB, and compensate these individuals appropriately for their timeand effort Retainers (annual) ($) overseeing the effective operation of CWB. It is also designed to align Director Retainer with shareholder interests and to reflect market terms and best practices. Chair of the Board 350,000 Mr. Fowler does not receive any fees for acting as a director because Director 175,000 he is compensated in his role as President and CEO of CWB. Other than Committee Chair Retainers Mr. Fowler, directors are not eligible to participate in the ESPP, PSU Plan, RSU Plan, or SIP. Audit Committee, Risk Committee 35,000 HR Committee 25,000 The GCR Committee has the authority to retain consultants, including a compensation consultant or advisor, as the committee may determine GCR Committee 20,000 necessary or advisable to carry out its responsibilities. LAP 10,000 The GCR Committee reviews director compensation on an annual basis to Committee Member Retainers ensure that director compensation meets the objectives set out above. Audit Committee, Risk Committee None The GCR Committee benchmarks our director compensation levels against HR Committee None two market data references: the comparator peer group used to evaluate executive compensation described on page 42; and the Largest Canadian GCR Committee None Banks. The Largest Canadian Banks are considered a relevant peer group Additional Retainer for director serving on for our director compensation, as these financial institutions all utilize the both Audit and Risk Committees 15,000 AIRB, model-enabled approach for capital and risk management. We have Meeting Attendance Fee been developing the capability to become an AIRB bank for several years. As a result, the time and effort to exercise effective director oversight of LAP 1,500

Canadian Western Bank Management Proxy Circular 16 DEFERRED SHARE UNIT PLAN Each director (including the Chair of the Board, but excluding the CEO) receives a minimum of $80,000 of their annual director retainer in the form of DSUs, and may elect to receive all or part of any cash remuneration in the form of DSUs. Seven directors elected to receive a higher proportion of DSUs than the minimum.

The DSU Plan promotes a greater alignment of long-term interests between our directors and shareholders by linking a portion of annual director compensation to the future value of CWB common shares.

DSUs are only redeemable once a director ceases to serve as a director and are paid out in cash. The value of a DSU at the time of grant and at the time of redemption is equal to the average daily volume weighted trading price of a CWB common share on the applicable date and the four consecutive trading days immediately prior to that date. DSUs earn notional dividends at the same rate that dividends are paid on CWB’s common shares. Notional DSU dividends are reinvested into additional DSUs.

DSUs are issued after each quarter in arrears. DSUs are fully vested when issued and are counted as common shares (on a one-for-one basis) for determining whether a director has met the minimum director equity requirement.

Fiscal 2020 Market or payout value Number of DSUs of all vested DSUs not vested for Fiscal Market value Total DSUs held as of paid out or distributed (2) Director Name 2020(1) ($)(2) October 31, 2020 ($) Andrew J. Bibby 3,613 88,519 14,585 357,333 Maria Filippelli(3) - - - - Linda M.O. Hohol 3,735 91,508 17,254 422,723 Robert A. Manning 6,106 149,597 30,128 738,136 E. Gay Mitchell 5,814 142,443 7,993 195,829 Sarah A. Morgan-Silvester 5,874 143,913 19,252 471,674 Margaret J. Mulligan 7,869 192,791 16,950 415,275 Robert L. Phillips 4,917 120,467 26,670 653,415 Raymond J. Protti 3,921 96,065 21,247 520,552 Ian M. Reid 4,302 105,399 29,402 720,349 H. Sanford Riley 8,083 198,034 34,332 841,134 Alan M. Rowe(4) 6,941 170,055 40,573 994,039

(1) DSUs are issued after each quarter in arrears. (2) DSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) Ms. Filippelli was appointed to the Board effective August 1, 2020. Ms. Filippelli earned DSUs during the period from August 1 to October 31, but those DSUs did not vest until they were issued after the fiscal year. (4) Mr. Rowe retired from the Board in April 2020.

17 Canadian Western Bank Management Proxy Circular DIRECTOR TOTAL COMPENSATION Below are the amounts, before withholdings, earned by the independent directors during fiscal 2020 for membership on the Board and its committees:

Fee Breakdown Director Fees(1) ($) All Other Total Director Name In Cash(2) In DSUs Compensation ($) Compensation ($) Andrew J. Bibby 118,500 80,000 - 198,500 Maria Filippelli(3) - 43,750 - 43,750 Linda M.O. Hohol 117,083 80,000 - 197,083 Robert A. Manning 79,375 130,625 - 210,000 E. Gay Mitchell 51,000 130,000 - 181,000 Sarah A. Morgan-Silvester 45,750 168,750 - 214,500 Margaret J. Mulligan 3,000 190,000 - 193,000 Robert L. Phillips 257,500 100,000 - 357,500 Raymond J. Protti 96,500 80,000 - 176,500 Ian M. Reid 118,000 80,000 - 198,000 H. Sanford Riley - 175,000 - 175,000 Alan M. Rowe(4) 4,167 79,167 5,000(5) 88,334

(1) Includes each individual’s director or Chair of the Board retainer, Committee Chair retainers, additional retainer for serving on both the Audit and Risk Committees, and LAP fees, as applicable. (2) Includes fees earned for attending a LAP meeting. (3) Effective August 1, 2020, Ms. Filippelli was appointed to the Board. (4) Mr. Rowe retired from the Board effective April 2, 2020. (5) In recognition of Mr. Rowe’s retirement after 24 years of Board service, we made a $5,000 donation to Memorial University towards an undergraduate award in Professional Studies. Eligible candidates must be Aboriginal students from Labrador or the Territories of Canada who are enrolled full time in the entrance year of an undergraduate professional program.

For the fiscal year ended October 31, 2020, independent directors earned a total of $2,228,167 in retainers and fees. DIRECTORS’ EQUITY REQUIREMENTS We believe that minimum equity holding requirements for directors creates greater alignment of the interests of our directors and shareholders. Effective May 1, 2019, the Board changed the directors’ equity requirements. Directors must now hold, either directly or indirectly, CWB common shares or DSUs with a value equivalent to six times the maximum annual cash component of the director retainer. This change increased the minimum directors’ equity requirement, including for the Chair of the Board, to $570,000 from $500,000. Directors have until May 1, 2022, to meet this increased equity requirement. Newly elected directors have three years from their initial appointment to meet the equity requirement.

For the purpose of determining whether directors meet the minimum equity requirement, CWB common shares and DSUs are valued using the higher of the closing price on the TSX on the assessment date or on the acquisition date. We assess compliance with this requirement annually on October 31. All nominated directors met or exceeded their applicable requirement as of October 31, 2020.

Directors are prohibited from directly or indirectly entering into short sales, or buying or selling a call or put option in respect of CWB’s securities. In addition, directors are not permitted to enter into non-recourse pledges of CWB securities or to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) designed to hedge or offset a decrease in the market value of CWB equity securities granted as compensation or held, directly or indirectly, by the director.

Canadian Western Bank Management Proxy Circular 18 Corporate Governance

OUR CORPORATE GOVERNANCE PRACTICES INTRODUCTION Everything we do at CWB, including our corporate governance practices, is driven by our core values:

People first

Caring people are the key to our success. We work as a team and support one another. We always treat each other with respect and have the courage to be candid.

Relationships get results

Clients choose CWB for the best experience. We build relationships proactively, with intention and consistency. Our results depend on it.

Embrace the new

Change is everywhere. We seek out new ideas and are committed to continuous learning. We know that better is always possible.

The how matters

How we do things is as important as what we do. We take ownership, and move with urgency and efficiency. We always act with integrity, and balance risk and reward.

Inclusion has power

Diverse teams unleash new ideas and perspectives. We are aware of our own biases. We are proud of who we are, and we are allies for those around us.

These values are reflected in our strong corporate governance culture, founded on the principles of integrity and accountability. Our corporate policies and practices foster ethical conduct, promote responsible business practices, and ensure CWB is managed to build long-term shareholder and stakeholder value.

Our corporate governance framework is supported by clearly defined roles for our Board and committees. The GCR Committee reviews corporate governance best practices, monitors compliance with governance policies, provides direction to the Board and management, andmakes recommendations to the Board to enhance corporate governance and Board effectiveness.

We ensure that our governance policies meet or exceed the requirements of our regulators, including OSFI, the Canadian Securities Administrators, and the TSX. In addition, we consider, and where appropriate will adopt, new corporate governance best practices put forward by governance institutions, academics, industry groups, and groups that represent the interests of our shareholders and other stakeholders.

19 Canadian Western Bank Management Proxy Circular GOVERNANCE AT CWB: A SNAPSHOT A summary of the key elements of our governance practices and where you can find them in this Circular follows:

Corporate Governance Snapshot See page

Appropriate Board size 13 director nominees 7, 16

Board independence 12 of 13 director nominees are independent 24

Formal Mandate for Board, Board Committees and Board Chair  20, 21

Separate Chair and CEO positions  24

Annually elect directors  7, 9

Elect directors individually (not by slate)  24

Majority voting policy for directors  24

Board diversity policy, including targets  25

Executive diversity policy, including targets  25

Share ownership requirements for directors  18

Share ownership requirements for executives  38

Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO  21, 35

Retirement age for directors 75 24

Code of business conduct and ethics rooted in our values  24

Orientation and continuing education program for directors  27

Annual advisory vote on executive compensation  7, 34

Formal assessment process for the Board, Chair of the Board and committee Chairs  28

Shareholder engagement program  26 OUR BOARD OF DIRECTORS MANDATE AND ROLE OF THE BOARD The Board’s primary responsibilities are to approve and oversee items essential ot the prudential versigho t of CWB, such as strategy, risk appetite, capital plans and key policies, and to provide challenge, advice and guidance to CWB’s senior management. The Board has plenary power and exercises overall accountability for the management and supervision of CWB’s affairs. The Board has responsibility to determine CWB’s approach to governance issues, including ethical conduct, based on recommendations a nd reports from t he G CR Committee. Th e Board is responsible for establishing appropriate mandates and procedures to ensure that the Board, Board committees and individual directors function independently of management.

The Board has developed a mandate, which is reviewed annually, that sets out the Board’s purpose, organization, duties, and responsibilities. Mandates for the Board, Chair of the Board, committee Chairs and each committee are available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance, and the text of the Mandate of the Board is incorporated by reference into this Circular. In addition, a comprehensive list of directors’ obligations under the Bank Act, OSFI Guidelines, and Canadian securities laws has been documented and cross- referenced against the mandate of the Board and each of its committees to ensure that the Board fulfills all of its obligations.

Although the Board delegates certain matters and decisions to management, the Bank Act requires the Board to perform certain functions, including approving financial statements, issuing shares, and declaring dividends. As part of the delegation of authority to management, the Board establishes certain limits and thresholds which, if exceeded, require Board approval.

Canadian Western Bank Management Proxy Circular 20 STRUCTURE AND COMMITTEES To help the Board fulfil its duties and responsibilities, the Board delegates certain powers, duties, and responsibilities to its committees. The current committee structure of the Board includes the Audit, GCR, HR, and Risk Committees. Each Board committee has a mandate setting out its responsibilities as summarized in the reports starting on page 29.

Auditors Appoint Shareholders

Executive Elect Management Engage(s) Appoints

Board of Directors Open Dialogue Regulators

Audit GCR HR Risk Committee Committee Committee Committee

Finance Regulatory Enterprise Risk Internal Audit Compliance Management LAP Independent Control Functions

Committee Structure CHAIR OF THE BOARD The Board believes that individual directors should have exposure to The Chair of the Board is an independent director, responsible for different committees to ensure they develop a broad understanding of ensuring that the Board functions effectively and independently of our operations. Each director is expected to serve on two committees management, and that it meets the obligations and responsibilities as (including one of the Audit or Risk Committees), and the GCR Committee set out in its mandate. regularly reviews and considers each committee’s composition. The Chair of the Board serves on all of the Board committees. The diagram CHAIR MANDATES above provides an overview of the current Board committees. Effective The Board has developed written mandates for the Chair of the Board April 2, 2020, Ms. Hohol succeeded Mr. Rowe as Chair of the HR and for the Chairs of our Board committees, copies of which are Committee. Mr. Fowler, as a management director, does not serve on available in the Corporate Governance section of our website at any committees, with the exception of the Risk Committee’s LAPin www.cwb.com/corporate-governance. which he may participate.

The LAP is typically comprised of three Board members (who may vary from meeting to meeting) selected by the Chair of the LAPin consultation with the SVP, Credit Risk Management, and is overseen by the Risk Committee.

21 Canadian Western Bank Management Proxy Circular KEY BOARD RESPONSIBILITIES AND PRIORITIES Although significant work is carried out by the committees, the Board has ultimate responsibility to oversee the management of CWB’s business, including overseeing the following functions, as these are cross-dimensional and embedded in all of the Board’s key decisions.

What the Board Oversees Culture and Values • The Board is a champion of our core values and ensures that we live up to our commitments to our clients, our people, and our investors. • The GCR Committee oversees our ethics program and monitors adherence to our Code. • The Board, with the HR Committee’s assistance, works with management to promote a culture of integrity, and a safe, respectful and inclusive environment for our people and clients alike. The Board and the Risk Committee promote CWB’s prudent risk culture. Strategic Direction • One of the Board’s key mandates and priorities is to oversee the development of our strategic direction and management’s execution against our strategic goals. • The Board conducts one focused strategy session each year, and at each quarterly Board meeting receives updates on, and considers refinements to, our strategic direction. Responsible Governance • The GCR Committee reviews current and developing corporate governance best practices and refines our policies, as appropriate. • The GCR Committee continuallymonitors compliance with our governance policies, and makes recommendations to the Board to enhance corporate governance and Board effectiveness and to ensure the Board’s continued independence. • The Board, with the assistance of the GCR Committee, oversees our approach to ESG issues, and considers our exposure to environmental, governance and social risks. • The Chief Internal Auditor reports to the Board (through the Audit Committee) on the effectiveness of risk management and internal controls. Executive Compensation • The HR Committee, on behalf of the Board, oversees our executive compensation program. For and Performance detailed information about our executive compensation program, please see the “Compensation Discussion and Analysis” section, beginning on page 35. Leadership Development • Our succession planning strategy focuses on identifying and developing individuals, including senior management, and Succession Planning to build leadership capability and strengthen overall succession. • Our succession philosophy is based on promoting talented individuals within CWB, supported by selective external hiring to enhance critical skills and experience, and build a diversity of perspectives. • With the HR Committee’s assistance, the Board oversees our succession planning activities. This includes robust review and assessment, at least yearly, of the succession slates for the CEO (including an emergency CEO replacement protocol), executive management, and other CWB Financial Group critical leadership positions, and monitoring development plans for those identified. Potential successors are identified on a short, medium, and longer term planning horizon. Consideration is given to the strengths and development needs of potential successors, with a focus on expertise, leadership skills, strategic capability, and diversity. Third-party consultants are used, where appropriate, to assess leadership capability and development opportunities for potential successors. • The Board also has direct insight on potential successors and individuals within CWB through a combination of Board presentations, education seminars, and meetings with such individuals. Public Financial Disclosure • The Board, on the recommendation of the Audit Committee, approves the audited financial statements, MD&A, annual information form and other quarterly public disclosure documents. Such financial disclosures are key channels through which we communicate our financial and operational results to our investors and stakeholders. • The Audit Committee oversees our auditors’ independence, and adherence with applicable auditing, accounting and financial reporting requirements and standards. • The Board, with the Audit Committee’s assistance, oversees and approves our internal control framework and management information systems, and reviews the effectiveness of these controls and systems. Risk Management • The foundation of our riskmanagement framework includes a robust committee structure and a comprehensive set of corporate policies and limits approved by the Board or its committees, as well as supporting corporate standards and operating guidelines. • Risk management oversight is embedded in our Board and committee structures, and governed through a hierarchy of Board and management committees and individual responsibilities as outlined in the diagram below. • The Board, with the Risk Committee’s assistance, oversees risk management to ensure a comprehensive approach to risk.

Canadian Western Bank Management Proxy Circular 22 Board of Directors

Board Human Resources Board Governance and Committee Conduct Review Committee Board Risk Committee Board Audit Committee

Regulatory and Chief Risk Officer Chief Executive Officer Chief Internal Auditor Reputation People Risk Risk Executive Risk Committee Group Disclosure Committee

Group Model Group Group Group Group Operational Risk and Credit Risk Asset Liability Capital Risk Forecasting Risk Deployment Committee Committee Committee Committee Committee Committees

Capital Operational Market ICAAP Economic Credit • Regulatory Liquidity Stress • Technology Forecasting Model Funding Testing • People

First Line of Defence Second Line of Defence Third Line of Defence Business and Support ERM Other Corporate Teams Internal Audit

For more details regarding CWB’s approach to risk management, including a report on the risks in respect of the COVID-19 pandemic and other principal risks that CWB’s operations are exposed to, please refer to the 2020 MD&A available in the Investor Relations section of CWB’s website at www.cwb.com/investor-relations under the heading “Annual Report and Annual Meeting”. It has also been filed, and is available, on SEDAR at www.sedar.com.

23 Canadian Western Bank Management Proxy Circular CORPORATE GOVERNANCE MAJORITY VOTING POLICY The Board believes that each of its members should carry the confidence under the heading “Select Documents” at www.cwb.com/corporate- and support of our shareholders. The proxy form used for voting at governance, and under our profile on SEDAR at www.sedar.com. the shareholder meeting enables shareholders to vote in favour of or The GCR Committee oversees our ethics program managed by an to withhold from voting separately for each director nominee. At the internal Ethics Committee comprised of senior leadership and chaired by meeting, the Chair will call for a vote by ballot and the scrutineers will the Chief Ethics Officer. The Ethics Program’s objective is to strengthen record, with respect to each nominee, the number of shares in their and reinforce our ethical culture. The Ethics Program’s priorities are favour and the number of shares withheld from voting. If the number to promote, raise awareness and provide training in respect of our of shares withheld exceeds the number of shares voted in favour of a standards of conduct and core values, identify concerns with respect to particular nominee, then, for the purpose of our Majority Voting Policy, acting in accordance with these expectations, and promptly, fairly, and the nominee shall be considered to not have received the shareholders’ decisively address these concerns. Employees are encouraged to raise support, even though the nominee will have been duly elected as a issues or report ethical concerns through one of our communication matter of corporate law. channels, including an anonymous, third-party provided Ethics Hotline. A director who is elected but does not receive a majority of votes cast in Our promotion of ethical conduct and honest dealings with the public is their favour must immediately submit their resignation to the Board. The embedded in other internal policies and procedures, including a policy GCR Committee will promptly consider the director’s resignation and for related party transactions. In the event a director or executive officer make a recommendation to the Board whether to accept it. In making its has a material interest in any transaction or agreement considered by recommendation, the GCR Committee will consider the potential cause the Board or any Board committee, such interest must be declared of the withheld votes, the director’s skills and attributes, the overall and recorded in the minutes of the meeting, and the director or Board composition, and whether accepting the resignation would executive officer must vacate the meeting while the transaction or cause CWB to fail to meet a regulatory requirement. The Board will agreement is being discussed. The GCR Committee’s responsibilities accept the resignation, absent exceptional circumstances. Any director include establishing procedures to ensure related party transactions are who tenders their resignation will not participate in the deliberations disclosed and reviewed in accordance with Bank Act requirements. unless the remaining directors do not constitute a quorum, in which case all directors may participate in the deliberations. Within 90 days We are also committed to responding to and addressing the concerns of of receiving the final voting results, the Board will issue a press release our clients. We have engaged an independent Ombudsman to receive announcing that it has accepted the director’s resignation or explaining complaints from banking clients who are unable to obtain satisfaction its reasons for not accepting the resignation. If the resignation is from our internal complaint-handling process. accepted, subject to any corporate law restrictions, the Board may leave the resultant vacancy unfilled until the next annual general meeting, fill INDEPENDENCE the vacancy by appointing a new director whom the Board considers to The GCR Committee has reviewed each director’s status to determine merit the confidence of the shareholders, or call a special meeting of whether each director is “independent” as defined in National Instrument shareholders at which one or more director nominees will be presented 58-101 Disclosure of Corporate Governance Practices (NI 58-101) or to shareholders to fill the vacant position or positions. “affiliated” as defined by the regulations set forth in the Bank Act on an annual basis. Each director completes a self-assessment questionnaire Our Majority Voting Policy does not apply to a contested election where and the GCR Committee is made aware of any notable responses. After the number of nominees exceeds the number of directors to be elected. considering all business, charitable, and family relationships among the Each nominee for election to the Board must agree to the policy before directors and CWB, the GCR Committee has determined that each of the their name is recommended for election to shareholders. In the event director nominees, except Mr. Fowler, (or 91% of the Board) are both any director fails to tender their resignation in accordance with the independent and not affiliated with CWB.r M . Fowler is not independent policy, the Board will not re-nominate the director. and is affiliated with CWB as a result of his position as CEO of CWB. Under IN CAMERA MEETINGS the Bank Act, the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating the roles of CEO and To facilitate an open and candid discussion among independent Chair of the Board allows the Board to effectively oversee management, directors, a portion of every Board and committee meeting is reserved enhance accountability, and avoid potential conflicts of interest. for independent directors to meet in camera without management or non-independent directors present. Our policies restrict CWB from granting credit to a director or any person, firm or corporation related to a director, unless the credit is granted on ETHICAL BUSINESS CONDUCT market terms and conditions, and requirements under the Bank Act are We have a strong ethical culture based upon our core values: People complied with. first, Relationships get results, Embrace the new, The how matters, and Inclusion has power. These values are reflected in the Code, which DIRECTOR TENURE sets standards of legal, ethical, and responsible behaviour. The GCR The average tenure of nominated directors is 8.9 years. The Board has not Committee annually reviews the Code to ensure it remains consistent adopted a term limit for directors, but has a mandated retirement age with best practices, and recommends it to the Board for approval. All of 75, after which the director cannot stand for re-election. The notional directors, officers, and employees are required to comply with the Code objective of term limits is to encourage Board turnover, introduce new and must annually acknowledge their commitment to abide by it. The perspectives, and retain independence. However, the Board views Code is available on the Corporate Governance section of our website director term limits on a board as implicitly discounting the value of

Canadian Western Bank Management Proxy Circular 24 experience and continuity amongst board members and runs the risk Understanding that systemic biases exist broadly across society and our of excluding experienced and potentially valuable board members as a industry, the Board will consider the impact of biases on candidates to result of an arbitrary determination. obtain specific qualifications or experiences.

We believe the Board has struck the right balance between experience, The Chair of the Board and the President and CEO are members of the continuity, and fresh perspectives without mandated term limits. The 30% Club Canada, an organization that supports the aspirational goal of effectiveness of this approach is demonstrated by the fact that 85% of 30% of corporate board positions held by women. In 2020, the President director nominees have served for ten years or less, with 39% serving for and CEO signed the BlackNorth CEO Pledge committing CWB to specific actions and targets designed to end anti-Black systemic racism. five years or less. The chart below shows the tenure of director nominees standing for election at the 2021 meeting. With current director nominees, if elected, 46% of the Board (6 of 13 directors), and 50% of independent directors, will be comprised of women, surpassing the targets for women in both our Corporate 0 - 5 years (5) 39% Governance Policy and the 30% Club. Further, 15% of the Board (2 of 13 directors) will be comprised of Black, Indigenous or racialized persons, 6 - 10 years (6) 46% surpassing our target in our Corporate Governance Policy and our 11+ years (2) 15% commitment in the BlackNorth CEO Pledge in 2021 (whereas the target and commitment were for 2025). Director Nominees who are Women

OTHER PUBLIC COMPANY DIRECTORSHIPS AND 46% INTERLOCKING DIRECTORSHIPS Director Nominees We recognize that Board membership requires a significant dedication of who are time. The Board has considered limiting the number of public company Women (6) directorships its directors can hold, but decided not to implement such a policy at this time. The Board believes that its director assessment program (described in detail below) is the best method to ensure that each Board member remains accountable and continues to effectively Director Nominees who are Black, Indigenous or Racialized Persons discharge their duties as a director of CWB.

While all other directors currently serve on, in addition to CWB, 15% two or fewer public company boards, Mr. Phillips serves on three Black, additional public company boards. The GCR Committee monitors the Indigenous or Racialized outside boards on which CWB’s directors serve to determine if there Persons (2) are circumstances which may impact the director’s ability to devote the necessary time and attention, or to discharge their duties and act effectively and in CWB’s best interest. This determination is based on the director’s understanding of our business and their contribution and attendance record at Board and committee meetings. POLICIES REGARDING DIVERSITY IN EXECUTIVE The Board has not implemented a policy on interlocking public board OFFICER POSITIONS memberships. The Board reviews any interlocking public board Our Corporate Governance Policy requires the Board, when appointing memberships on a case-by-case basis to determine if these will impact any member of the Executive Committee, to consider, among other the directors’ ability to act in CWB’s best interest. There are currently no things, diversity criteria such as race, ethnicity, age, gender identity, interlocking public board memberships. sexuality and abilities. Understanding that systemic biases exist broadly POLICIES REGARDING BOARD DIVERSITY across society and our industry, the Board will consider the impact of biases to obtain specific qualifications or experiences. The Board The Board recognizes the value and importance of diversity both at the set a target to have women comprise at least 30% of the Executive Board level and within CWB. A board made up of highly qualified directors Committee. The Board also set a target to have Black, Indigenous and with diverse backgrounds will enhance the corporate governance of racialized people comprise at least 5% of the Executive Committee by CWB by bringing different viewpoints to the Board. Our Corporate 2025. Currently, two of seven members of the Executive Committee Governance Policy was updated in 2020 to expand the diversity criteria (29%) are women. considered by the Board, increase the target for women on the Board to Execuve Commiee Members who are Women 40%, and add the target that Black, Indigenous and racialized directors comprise at least 5% of the Board by 2025. The Board first adopted a gender diversity policy in 2014 setting a target that at least 25% of the % Board be comprised of women by the end of 2018. That goal was met in 29 2017. The GCR Committee annually reviews the Corporate Governance Execuve Commiee Policy (including the diversity policy) and considers its effectiveness. Members who are Women (2) In accordance with our Corporate Governance Policy, when identifying new candidates for nomination as directors, the GCR Committee will consider each candidate’s skills, expertise, experience, integrity, independence, residency and geographic location and diversity criteria such as race, ethnicity, age, gender identity, sexuality and abilities.

25 Canadian Western Bank Management Proxy Circular SHAREHOLDER ENGAGEMENT We are committed to transparent and effective communication with our shareholders. In support of this commitment, our Board has developed practices to facilitate shareholder engagement.

We communicate with our shareholders and other stakeholders through various channels, including our annual report, management proxy circular, annual information form, quarterly reports, corporate responsibility report, news releases, website, presentations at investor and industry conferences and other meetings. In addition, our quarterly earnings conference calls and webcasts are open to all, and are broadcast live online and archived on our website for 60 days.

We have taken a series of proactive precautionary measures to help protect the health and well-being of our employees, clients, investors and communities. As a result of the anticipated ongoing impact of COVID-19, we have enabled shareholders to “virtually” attend our annual meeting.

Other examples of regular engagement practices at CWB include meetings with institutional investors, investment advisors, organizations representing a group of shareholders, and smaller shareholders on an ongoing basis. We also address any shareholder proposals submitted before our annual meeting of shareholders and solicit feedback from our shareholders through our “say on pay” advisory resolution on executive compensation.

The following is a summary of shareholder engagement actions that senior management and the Board undertake throughout the year:

Type of engagement Frequency Who engages Who we engage with and what we discuss Financial Results Quarterly Senior Management We review CWB’s most recently released financial and operating results conference calls with analysts, shareholders, and other stakeholders on these public calls and webcasts. Annual Meeting of Annually Board of Directors Common Shareholders are invited to attend the annual meeting of Shareholders and Senior Management shareholders. They are entitled to vote and discuss the business of the meeting with the Board and Senior Management. News releases As required Senior Management Released to the media and public throughout the year to disclose select issues. Non-deal investor Continuous Senior Management Individual meetings with key shareholders to discuss CWB’s operational road shows and financial performance, answer questions and obtain feedback. Conferences Continuous Senior Management Speak at industry conferences and bank sponsored conferences about our business, and operations and key industry topics. Meetings, calls and Continuous Senior Management We hold frequent meetings with analysts, institutional investors, discussions investment advisors and non-institutional shareholders to address any shareholder-related concerns and to provide public information. Ad hoc meetings as Annually Senior Management With shareholder advocacy groups and proxy advisory firms to discuss requested any issues, concerns or to obtain feedback on a particular subject matter. Investor Survey Quarterly External Consultant Investor intelligence report – anonymized survey of shareholders met by senior management in the previous three months in order to obtain feedback on their perception of our performance (absolute and relative to our peers).

In addition to the above-noted engagement activities, we promptly respond to inquiries and requests for information from shareholders, investors and other stakeholders. Our Investor Relations group is responsible for maintaining communications with the investing public and can be contacted at [email protected], or by telephone or mail. Investor Relations contact information and all significant disclosure documents and news releases are provided on our website at www.cwb.com/investor-relations. We encourage feedback from our shareholders who may communicate with the Chair of the Board at [email protected] or our Corporate Secretary at [email protected], or by writing to the Chair of the Board, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6.

Canadian Western Bank Management Proxy Circular 26 DIRECTOR DEVELOPMENT AND ASSESSMENT NEW DIRECTOR ORIENTATION ONGOING DIRECTOR EDUCATION We provide each new director with multi-day orientation programming Our continuing education program assists directors to maintain and where the director has the opportunity to meet with senior management. enhance their knowledge, skills, and abilities. Directors are kept During these meetings, management provides the new director with informed through reports and presentations at the quarterly Board an overview of our business, strategic direction, operations, initiatives, meetings as to matters that impact or may impact our operations, and risk management framework. New directors receive an orientation and that are specific to the Board’s oversight responsibilities, including package, which includes all Board and committee mandates as well as economic and regulatory updates. The presentations provided to the key CWB policies and other reference material about us and the banking Board during fiscal 2020 follow. All directors attended each session, industry. We encourage each new director to attend at least one meeting other than Ms. Filippelli, who attended all education sessions after her of each Board committee during their first year as a director of CWB. appointment to the Board on August 1, 2020.

Date Provided to Topic Presented by December 2019 Board 2020 Business Process Review EVP, Business Transformation Board CWB Maxium Financial Business Presentation SVP, Specialty Finance Board Formal AIRB Application Plan EVP and CRO February 2020 Board CWB National Leasing Business Presentation EVP, Banking President, National Leasing April 2020 Board Strategy Direction review Executive Management Board IFRS 9 – Allowance for expected credit losses EVP and CFO EVP and CRO May 2020 Board Economic Capital measured under AIRB EVP and CRO Board Basel Pillar II EVP and CRO Board Internal Capital Adequacy Assessment Process EVP and CRO Board Strategic Impact of AIRB EVP and CRO Board 2020 Strategic Direction Executive Management July 2020 Board Digital Banking EVP, Banking SVP, Equipment, Digital & Client Solutions SVP, Information Services August 2020 Board OSFI Key Themes Superintendent of Financial Institutions, OSFI Board Canada Deposit Insurance Corporation Key Themes President and CEO, Canada Deposit Insurance Corporation Board CWB Wealth Management Presentation EVP, Banking President and CEO, CWB Wealth Management Board ESG Presentation EVP and CFO KPMG Board Information Services Strategic Plan EVP and Chief Information Officer Each quarter Board Cyber Security EVP and Chief Information Officer Chief Information Security Officer

Directors are encouraged to participate in external programs related to Board governance. To assist directors in such participation, we maintain a group membership with the ICD.

We also make internal employee training available to our directors. Directors are required to complete certain training modules on cyber security, the Code and ethical conduct, and unconscious bias and inclusion.

27 Canadian Western Bank Management Proxy Circular BOARD AND DIRECTOR ASSESSMENTS The Board’s commitment to effective corporate governance includes a two-pronged annual internal evaluation process and a periodic independent assessment process.

Assessment Participants Process

Board and Committee Directors • In “even” years, participants assess the effectiveness of the Board as a whole and each Board Feedback Executive committee. Committee • In 2020, each participant completed a survey to assess the functioning of the Board and committees. The survey included both quantitative and qualitative assessments related to core competencies, and the effectiveness of oversight of management, the audit function, strategy and risk. • The GCR Committee reviewed the quantitative and qualitative assessments. • The assessment confirmed that the Board and committees are functioning effectively and identified ongoing opportunities for continued focus on Board succession planning.

Individual Directors, Chair of Directors • In “odd” years, participants assess the effectiveness of each director, the Chair of the Board, the Board, Committee Chairs Executive and the Chairs of the committees in regard to their performance as chairs. The peer evaluation Feedback Committee process is intended to ensure that each director contributes to CWB’s ongoing stewardship. Participants provide each other with suggestions on how they can improve. • In 2019, each participant completed an assessment survey for each director, the Chair of the Board, and the Chair of each committee (in their capacity as Chair). The survey included both quantitative and qualitative assessments related to leadership, communication and knowledge. The Chair of the GCR Committee personally met with each director and Executive Committee member. The quantitative assessments and the Chair of the GCR Committee’s report were reviewed by the GCR Committee. • The survey assessment results were very positive, while the individual discussions with each director revealed some areas for incremental improvement.

Board Effectiveness Outside • The GCR Committee may periodically engage an outside consultant to undertake a Board Consultant effectiveness study.

The Chair of the GCR Committee discusses any identified areas of improvement with the applicable director. If areas of improvement are not addressed, it is expected that the director found by their peers to lack requisite skills or knowledge, whose performance as a director has deteriorated, or whose attendance is less than satisfactory would be asked to resign.

Canadian Western Bank Management Proxy Circular 28 COMMITTEE REPORTS Each committee has provided a report below that describes its responsibilities and key 2020 activities. The table on page 14 sets out the number of committee meetings attended by each director. For more information regarding the duties and responsibilities of each committee, please refer to the respective mandates available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. The Audit Committee’s mandate is also included in the 2020 Annual Information Form that is available on CWB’s website at www.cwb.com/annual-information- form and has been filed on SEDAR at www.sedar.com. AUDIT COMMITTEE REPORT Robert A. Manning (Chair) The Audit Committee oversees the quality and integrity of CWB's financial reporting. This includes Maria Filippelli oversight over the internal and external audit functions as well as the adequacy of CWB’s internal Margaret J. Mulligan controls. The Audit Committee also acts as the Audit Committee for each of its federally regulated Robert L. Phillips subsidiaries. Raymond J. Protti The Audit Committee’s mandate is available in the Corporate Governance section of H. Sanford Riley CWB’s website at www.cwb.com/corporate-governance. Each Audit Committee member meets the standard for independence and is “financially Fiscal 2020 Highlights literate” within the meaning of the rules of the • Reviewed and recommended for approval by the Board the annual and interim earnings Canadian Securities Administrators. A review releases, financial statements and MD&A, and the Annual Information Form. of each Audit Committee member’s education, experience, and other requirements under • Received and reviewed quarterly reports from the CFO, which included detailed discussion National Instrument 52-110 – Audit Committees of CWB Financial Group financial results, significant disclosure changes, and updates to may be found in the 2020 Annual Information accounting standards and practices. Form that is available on CWB’s website • Reviewed quarterly reports concerning the allowances for expected credit losses. at www.cwb.com/annual-information-form and has been filed on SEDAR at www.sedar.com. • Received and reviewed quarterly reporting from management’s Disclosure Committee.

Meetings: 5. Four quarterly plus one joint • Reviewed management’s ESG disclosure strategy. meeting with the Risk Committee. • Received and approved an assessment of Disclosure Controls and Procedures and recommended to the Board the Internal Controls Framework. At each quarterly meeting, the Audit Committee: • Assessed the effectiveness of thefinance and internal audit functions, and the performance of the CFO and Chief Internal Auditor. • met separately with KPMG; • Approved the budget, resourcing, and mandate for the finance function. • met separately with the CFO; • Reviewed and approved the risk-based internal audit plan, internal audit charter, and budget • met separately with the Chief Internal and resourcing for the internal audit oversight function. Auditor; and • Received quarterly reports on internal audit activities, including independent assurance work • met in camera with management absent. completed by the internal audit team covering the AIRB program. • Reviewed and confirmed KPMG’s independence as the external auditors for CWB and its federally regulated subsidiaries, and recommended the annual audit plan to the Board for approval. • Received and discussed KPMG’s reports on the annual and interim financial results. • Approved the policy to engage external auditors for non-audit services, and approved non- audit services provided by the external auditors. • Conducted an assessment of the quality of the external audit. • Reviewed and recommended the annual financial statements of each of CWB’s federally regulated subsidiaries for approval to their respective boards.

29 Canadian Western Bank Management Proxy Circular GCR COMMITTEE REPORT Ian M. Reid (Chair) The GCR Committee oversees CWB's governance policies and practices, identifies and Maria Filippelli recommends candidates for election or appointment to the Board, develops the process and E. Gay Mitchell policies for assessing, compensating and orienting Board members, and reviews the Robert L. Phillips composition and assesses the effectiveness of the Board and its committees. The GCR Committee Raymond J. Protti also monitors CWB’s compliance with legal and regulatory requirements, and oversees our ethics program. The GCR Committee serves as the nominating committee of the Board, as well Each GCR Committee member is “independent” as the conduct review committee and the consumer matters committee for CWB and each of within the meaning of the Canadian Securities its federally regulated subsidiaries. Administrators’ rules. The mandate for the GCR Committee is available in the Corporate Governance section of Meetings: 6 CWB’s website at www.cwb.com/corporate-governance. At each meeting, the GCR Committee: Fiscal 2020 Highlights • met separately with the General Counsel; • Reviewed our governance practices and Board and committee mandates to ensure compliance • met separately with the Chief Compliance with applicable legal and regulatory requirements, including the OSFI Corporate Governance Risk Officer; and Guideline. • met in camera with management absent. • Updated and recommended the mandates for all Board committees, the Board, the Board Annually, the GCR Committee meets separately Chair, and the committee Chairs to the Board for approval. with the Chief Anti-Money Laundering Officer. • Considered emerging governance best practices and revised the Corporate Governance Policy in relation to Board and Executive Committee diversity. • Performed a review of director compensation and did not recommend changes. Recommended continuing Board education on current trends and challenges in the financial services sector. • Conducted the biennial assessment of the Board and committees, which did not identify any specific areas of concern. • Reviewed Board composition, diversity, and effectiveness, and considered potential director candidates and director succession planning. • Revised and approved the updated Self-Dealing Compliance Policy, Corporate Disclosure Policy, Share Trading Restrictions Policy and Assessment of Responsible Persons Policy. Approved the Legal, Regulatory Compliance and Reputation Risk Policy. • Evaluated shareholder proposals submitted for our 2020 Annual Meeting of Shareholders. • Received the Annual Report and Compliance Opinion of the Chief Compliance Risk Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the Regulatory Compliance Risk Management program. • Received the Annual Report of the Chief Anti-Money Laundering Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the anti-money laundering program. • Received the report on the effectiveness of procedures to use and disclose confidential information, handle customer complaints (including the CWB Ombudsman), manage conflicts of interest and other consumer protection provisions. • Reviewed quarterly reports regarding the Ethics Program and conduct risk. • Reviewed the mandate, performance and effectiveness of the Chief Compliance Risk Officer and the effectiveness of the Regulatory Compliance function. • Continued toact as Conduct Review Committee and the Consumer Matters Committee of CWB and each of its federally regulated subsidiaries.

Canadian Western Bank Management Proxy Circular 30 HR COMMITTEE REPORT Linda M.O. Hohol (Chair) The HR Committee assists the Board in overseeing CWB’s compensation practices and programs; Andrew J. Bibby the hiring, promotion and compensation of the executive officers; effective talent management, Robert A. Manning development and succession planning; employee engagement; and progress and plans with Sarah A. Morgan-Silvester respect to employment equity, diversity and inclusion. Robert L. Phillips The mandate for the HR Committee is available in the Corporate Governance section of H. Sanford Riley CWB’s website at www.cwb.com/corporate-governance. Each HR Committee member is “independent” as determined in accordance with Canadian Fiscal 2020 Highlights Securities Administrators’ rules. No HR • At the beginning of fiscal 2020, approved changes to STIP and LTIP targets for some executive Committee member currently serves as the CEO officers, based on the executive compensation review conducted by Meridian in fiscal 2019. of a public company. • Reviewed our PSU Plan design and LTIP mix for executive officers. Approved changes to the Meetings: 5 LTIP mix for executive officers, as well as PSU plan design and key metrics, to take effect in At each meeting, the HR Committee: fiscal 2021.

• met separately with the EVP, HR and CC; • Reviewed CWB’s fiscal 2020 executive compensation approach in light of COVID-19 impacts to ensure market alignment and best practice governance principles were maintained. • met separately with Meridian, the Board’s compensation consultant; and • Reviewed CWB’s principles for exercise of considered and informed discretion with respect to STIP and LTIP executive compensation programs. • met in camera with management absent. • Recommended to the Board the annual salary adjustment and short- and long-term incentives for the CEO and approved these for other executive officers. • Established the fiscal 2020 STIP performance objectives for the CEO and other executive officers and reviewed the performance of each executive officer on a semi-annual basis. • Awarded grants under the SIP, RSU Plan and PSU Plan and established performance criteria for grants under the PSU Plan. • Reviewed progress on key PSU and STIP metrics on a quarterly basis, and approved final payout factors for vesting PSUs. • Reviewed and approved new sales incentive plans for implementation in fiscal 2020 and 2021. • Reviewed and recommended position descriptions for the CEO and other executive officers to the Board for approval. • With the Board, reviewed the succession plans for the CEO, executive officers, and other key roles in CWB Financial Group, and ensured appropriate programs are in place for talent and leadership development. • Reviewed senior leadership changes, including strategic changes and reorganizations in several key business units. • Reviewed and discussed our employee engagement survey results and management’s action plan. • Reviewed our COVID-19 employee response, including transition to virtual work, team effectiveness, learning strategies and time off provisions. • Reviewed our mental health strategy, including new initiatives put in place to support employee wellness during the COVID-19 pandemic. • Reviewed our progress and plans for people, benefits and pay integration for our acquisition of T.E. Wealth and Leon Frazer & Associates. • Reviewed our progress and plans with respect to employment equity, diversity and inclusion. • Received regular reports on talent acquisition, attrition, key talent development, total rewards, and learning and engagement initiatives in addition to other significant HR matters.

31 Canadian Western Bank Management Proxy Circular RISK COMMITTEE REPORT Sarah A. Morgan-Silvester (Chair) The Risk Committee assists the Board in overseeing risk management at CWB and balancing Andrew J. Bibby risks and opportunities while ensuring that management has policies, standards and guidelines Linda M.O. Hohol in place to identify and effectively manage the significant risks to which CWB is exposed. The E. Gay Mitchell primary goal of risk management is to ensure that the outcomes of risk-taking are consistent with Margaret J. Mulligan our business activities, strategies, and risk appetite. Robert L. Phillips The Risk Committee’s responsibilities include oversight of risk identification, measurement, Ian M. Reid and management by CWB’s Three Lines of Defence functions in accordance with CWB’s ERM Meetings: 5. Four quarterly meetings plus one Framework and Risk Appetite Framework Policies, including decisions and activities of the joint meeting with the Audit Committee. Executive Risk Committee.

At each quarterly meeting, the Risk Committee: The Risk Committee from time to time forms a LAP to deal with credit applications that are in excess of management’s delegated lending limit but within the limits of the LAP. The LAP also deals • met separately with the CRO; and with loans to, or guaranteed by, a foreign country and makes recommendations to the Board for • met in camera with management absent. credit applications in excess of the lending limits prescribed under the CWB Risk Appetite Policy.

LAP The mandate for the Risk Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. Andrew J. Bibby (Chair)

Each LAP is comprised of three Board members Fiscal 2020 Highlights as determined from time to time by the LAP • Reviewed and approved (or recommended to the Board for approval, as applicable) the Chair and the SVP, Credit Risk Management. Operational Risk Management Policy, Stress Testing Policy, Lending Limits Policy, Market Risk Meetings: 9 Management Policy, Structural Market Risk Policy, Liquidity Risk Management Policy, and Liquidity and Funding Risk Management Policy for the CWB Financial Group. The LAP Chair may schedule a panel meeting at any time, as needed. • Received from First and Second Lines of Defence and reviewed quarterly reports on credit risk, market risk, regulatory capital risk, operational risk, model governance, data risk management, and data governance. • Received and discussed special reports on commercial real estate, residential mortgages and specialized finance, data governance, functional responsibilities between First and Second Lines of Defence for cyber and technology risk, and ERM framework development. • Received and reviewed reports on the Three Lines of Defence implementation, ERM development, and process improvements. • Received and reviewed quarterly reports on emerged and emerging risks. • Received quarterly reports on watch and impaired loans, and the risk-based expected credit loss estimation. • Reviewed and recommended the capital risk management appetite and policy, the annual regulatory capital plan, and the ICAAP to the Board for approval. • Reviewed and approved the Business Continuity Program and Policy. • Received quarterly updates on progress of CWB’s implementation of AIRB and enhancement of risk management processes. • Endorsed the AIRB submission to OSFI. • Reviewed and recommended to the Board the declaration of dividends. • Received quarterly reports from the Chief Internal Auditor on topics relevant to the Risk Committee. • Assessed the effectiveness of the risk function. • Approved the budget, resourcing, and mandate for the ERM function.

Canadian Western Bank Management Proxy Circular 32 Executive Compensation and Related Information

DEAR FELLOW SHAREHOLDERS: On behalf of the Board, the HR Committee oversees CWB Financial • Delivered a 4% increase to CWB’s annual common share dividend. Group’s executive compensation program. We are pleased to provide • Generated an efficiency ratio(1) of 47.7%, mainly reflecting continued an overview of our compensation program and our results for fiscal investment in strategic execution. 2020. • Delivered 6% loan growth, including 13% growth in strategically targeted general commercial loans. Loan growth also included very Our ability to attract, retain, a nd engage talented a nd capable strong 12% growth in Ontario. executives, a nd o ur continued focus on rewarding strong, balanced • Delivered very strong branch-raised deposit growth of 20%, including financial and operational rfpe ormance is key to the execution of our 34% growth of demand and notice deposits, contributing to a 13% strategic direction and our vision to be the best full-service bank for reduction in the outstanding balance of higher cost broker deposits. business owners in Canada. Our compensation framework reflects our • The provision for credit losses on total loans represented 32 bp of continued focus on rivingd growth and creating long-term value for our average loans, compared to 21 bp last year, primarily due to the shareholders, all within CWB’s risk appetite. economic impact of the COVID-19 pandemic on the estimated Each year, as part of our commitment to proactively manage performing loan allowance. The provision for credit losses on compensation risk, we review and refine our compensation program to impaired loans represented 18 bp of average loans compared to ensure executive pay is linked to performance, aligned with shareholder 21 bp last year. and stakeholder interests, and reflects market and best practices. At the start of fiscal 2020, we implemented changes to LTIP and STIP targets for Fiscal 2020 Strategic Accomplishments some executive officers that were approved by the HR Committee as a • Submitted our AIRB formal application. We will perform a parallel run result of our fiscal 2019 executive compensation benchmarking review. of our tools and processes during 2021 to evaluate their operation Working with our external compensation consultant, we undertook a through a period of economic stress prior to obtaining final approval. review of our LTIP for senior management in 2020. As a result of this • Accelerated our strategy to be a leading provider of comprehensive review, the HR Committee approved changes to LTIP composition for wealth management services to successful business families across senior management at the level of SVP and above, and to the design Canada through the transformative acquisition of T.E. Wealth and of PSU grants beginning in fiscal 2021, details of which are Leon Frazer & Associates. We closed the acquisition on June 1, provided under the heading “2021 PSU Design” on page 53. Further, in 2020, increasing CWB’s total wealth assets under management, light of the COVID-19 pandemic, we have generally not awarded any administration and advisement to approximately $8 billion. executive salary increases for fiscal 2021. • Improved our employee engagement results. CWB was named one of the 50 Best Workplaces in Canada and as one of the Best Workplaces CWB’s 2020 Performance in Financial Services and Insurance with Great Places to Work™. We delivered strong execution ga ainst o ur strategic priorities, which • CWB was recognized as one of Canada’s Most Admired Corporate enabled us to make continued progress towards our goal to be the best Cultures™ by Waterstone Human Capital for 2020. full-service bank for business owners in Canada. We also demonstrated • Through our proactive response to COVID-19 and the rollout of a proactive approach to supporting our clients and people through a #CWBhasyourback, we delivered strong support to clients to manage challenging operating environment across all industries and provinces. through the pandemic. The #CWBhasyourback campaign brought our proactive brand to life as we reached out to clients to offer support, The impact of market disruption related to t he COVID-19 global stay connected and strengthen relationships. The program and pandemic on the Canadian economy in fiscal 2020 was unprecedented associated loan payment deferrals were successfully concluded by and widespread. These conditions p ut downward pressure o n our the end of 2020, with nearly all clients returning to regular payments. operating results compared to t he p rior fiscal year. Ou r capital and • Expeditiously facilitated offering several government relief programs liquidity positions emainr strong and we are confident that our talented to support our clients when they needed it most. Our teams met the teams, supported by our strong, well-diversified b alance sheet, will significant influx of deferral and relief loan requests while continuing enable us to successfully navigate through this market disruption and to provide excellent customer service. maintain our focus on execution of targeted strategic initiatives. • We maintained a robust foundation with strong liquidity, funding, and capital levels. We further strengthened our solid capital base by Fiscal 2020 Financial Highlights (compared to 2019) successfully closing two regulatory capital issuances, including our • Common shareholders’ net income declined by 7%. Diluted and inaugural $175,000,000 additional Tier 1 capital limited recourse capital adjusted EPS(1) of $2.86 and $2.93, were down 6% and 7%, respectively. note (LRCN) issuance, becoming only the fifth Canadian bank and the • Grew pre-tax, pre-provision income(1) by 6%, and total revenue by 4% first bank outside of the Largest Canadian Banks to issue LRCNs. to a record $897 million. • Further geographically diversified our portfolio composition relative (1) • Delivered 9.5% adjusted return on common shareholders’ equity , to our strategic targets, and opened our first full-service branch in down 180 bp. Ontario.

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

33 Canadian Western Bank Management Proxy Circular 2020 CEO Performance and Compensation Our core values reinforce our cultural imperative to build a work environment that is not only equitable, but also inclusive. Inclusion In considering CEO compensation, we assess overall performance and diversity work in 2020 focused on building employee awareness of relative to financial, operational, and strategic objectives established at unconscious bias and the power in our differences, sharing employee the beginning of the year. Details of these compensation performance stories, establishing key governance structures and creating five new targets and results are described on page 45. We also consider employee represented groups: CWB Health 360 (Mental Health), our progress against CWB’s medium- and long-term goals and CWB NOBLE (Network of Black Employees), VIDA (Visible and Invisible execution of our strategic direction, as described on page 57. At the Disabilities Advocates), Indigenous Peoples and Allies, and New beginning of fiscal 2020, Mr. Fowler’s LTIP target increased to Canadians and Allies, in addition to the existing CWB Women and CWB 145% of base salary from 130% as a result of the 2019 executive Pride groups. In 2020, Chris Fowler signed the BlackNorth CEO Pledge, compensation benchmarking review. The Board approved recognizing the existence of anti-Black systemic racism and its impact total CEO direct compensation of $2.57 million against a target of on Canada’s Black citizens and committing CWB to specific actions $2.76 million for fiscal 2020 and compared to $2.51 million awarded and targets designed to end anti-Black systemic racism. In addition, for fiscal 2019. Mr. Fowler received cash compensation (salary and we amended our Corporate Governance Policy, as discussed earlier STIP) of $1.40 million against a target of $1.60 million for fiscal on page 25, to expand and explicitly enumerate the diversity criteria 2020, compared to $1.50 million awarded for fiscal 2019. Further considered when appointing Executive Committee members, add the details of Mr. Fowler’s performance and compensation can be found target for Black, Indigenous and racialized people to comprise at least beginning on page 56. 5% of the Executive Committee by 2025, and increase the target for Mr. Fowler’s compensation recognizes his strong performance and women to 30%. In 2019, we publicly committed to the United Nations leadership during a year with unprecedented challenges, and Women Empowerment Principles and have been making steady continued successful progress in executing on CWB’s strategic progress to make the CWB workplace better for women, and to apply direction to become the best full-service bank for business owners in those principles to enhance the workplace for all employees. Canada. Our work continues to drive organizational trust and engagement. With People First our core values as a backdrop, we continue to successfully navigate talent development, senior leadership development, succession Managing our talent and creating a best-in-class employee experience planning, and organizational design. is one of our most important goals. In 2020, the COVID-19 pandemic gave us the opportunity to put our core values, People irst, Conclusion Relationships get results, Embrace the new, The how matters and The Board, with the HR Committee’s support, is confident in the Inclusion has power, to the test. When the pandemic hit, we decisions we have made on executive compensation. We believe CWB’s quickly pivoted to support our people in the “new normal”: rolling executive compensation program creates value for our shareholders out the necessary hardware, technology, and cyber security and stakeholders, aligns with shareholder interest, contributes to the protections to our teams, implementing a home office equipment achievement of long-term profitable and sustainable growth, and program, providing additional mental health support, and sourcing compensates our executives fairly. The results of our “say on pay” vote personal protective equipment, in-person barriers, and signage for reflects this confidence as it received more than 98% support last year. our employees who needed to be physically in the workplace. In addition, we interacted with our teams through virtual engagement We continue to monitor our compensation program against market activities, including town halls, CWB Live at Home events, online team trends and best practices, and adopt compensation practices we believe and individual recognition events and programs, and our extremely are appropriate for CWB Financial Group and in the best interests of well-received CWB “Day of Thanks”. Putting our people first in our shareholders. If you have any comments or questions related to our our COVID-19 response has been instrumental to continued approach to executive compensation, please provide your feedback by improvement to our already high level of employee engagement writing to [email protected]. and low absenteeism.

Linda M.O. Hohol Robert L. Phillips, Q.C., F.ICD Chair, Human Resources Committee Chair of the Board

Canadian Western Bank Management Proxy Circular 34 COMPENSATION DISCUSSION AND ANALYSIS INTRODUCTION

This section of the Circular sets out our philosophy and approach to • All members have direct experience in compensation matters as executive compensation, information about each element of our current or former CEOs or executive officers; and compensation program, the market research, policies and methods used • Two members serve as compensation committee members for other in determining compensation, and details of each NEO’s compensation public companies. in fiscal 2020. We aim to provide you with the information you need to understand our executive compensation program and to inform your We follow numerous compensation governance best practices, including “say on pay” vote. those described under the heading “Alignment with FSB Principles and Standards” on page 38. NAMED EXECUTIVE OFFICERS (NEOs) • Christopher H. Fowler, President and CEO Additional information regarding th e HR Committee members is • Carolyn J. Graham, EVP and CFO provided in the individual director biographies found in the “Your • Stephen H.E. Murphy, EVP, Banking Director Nominees” section in this Circular. • H. Bogac (Bogie) Ozdemir, EVP and CRO EXECUTIVE COMPENSATION PHILOSOPHY • Kelly S. Blackett,EVP, HR and CC Our executive compensation philosophy is based on three guiding COMPENSATION GOVERNANCE objectives: The Board appoints knowledgeable and experienced individuals to 1. Attract and etainr competent and motivated individuals who develop the HR Committee who have the necessary background, skills and and execute our strategic direction, and deliver strong and positive experience in executive compensation, risk management and human outcomes for our clients, people and investors; resources matters to fulfil the HR Committee’s obligations to the Board 2. Align compensation with the achievement of CWB Financial Group’s and shareholders, and to make inquiries and decisions on the suitability strategic and operational objectives; and of CWB’s compensation policies and practices. All HR Committee 3. Align compensation with long-term shareholder interests. members have significant experience in these areas as senior leaders and directors of other organizations. In particular:

Our executive compensation philosophy is designed to align with our risk appetite, while considering compensation trends and practices in the market. We pursue these guiding objectives through the following key elements of our compensation philosophy:

Market Competitive • To attract, motivate, and retain talented employees, we offer compensation for executive positions that is competitive in the markets where we compete for talent. • The market data median is the main reference point used for positioning total compensation for each executive. The HR Committee may determine variances from the median based on individual performance, relevant experience, tenure, internal equity considerations, and retention needs. • Actual total compensation realized by a NEO in any given year is subject to fluctuation based on CWB’s share price at the time LTIP grants vest or when options are exercised, and by STIP and PSU performance/payout factors for awards vesting in a given year. The HR Committee periodically reviews realized total compensation data and compares realized compensation of the CEO over time to compensation reported in the relevant year, as set out in the “Summary Compensation Table” on page 64. In addition, a table showing the actual cash value of compensation paid out and received by NEOs in 2020 and the previous two years is set out on page 65. Pay for Performance • We provide appropriate annual base compensation commensurate with the responsibilities of the executive, and other compensation elements clearly linked to performance. The CEO’s and other members of the Executive Committee’s respective responsibilities are set out in written position descriptions approved by the HR Committee and the Board. • Our pay-for-performance approach is designed to motivate employees through short-term and long-term incentives: o STIP outcomes are based on a combination of achieving corporate objectives and individual contributions; and o LTIP outcomes are based principally on financial and strategic performance leading to value creation for shareholders, and designed to encourage executives to remain with CWB over the long term. • Our objective is that a significant portion of compensation is “at risk” based on performance; superior performance will result in superior compensation, and capable management is retained.

35 Canadian Western Bank Management Proxy Circular Appropriate Discretion • In accordance with the applicable plans, the HR Committee may exercise considered and informed discretion to adjust STIP and LTIP awards. • While STIP and LTIP awards are based principally on a formula, the HR Committee has established a set of adjustment principles in assessing performance and payout levels to: o not reward or penalize management for infrequent and unexpected events that are not within management’s control; o ensure incentives remain aligned with CWB’s risk appetite, long-term business strategy, and shareholders’ best interests; o provide flexibility to deal with unexpected events so that appropriately challenging targets can be set, rather than conservative targets that provide allowances for unexpected events; o help ensure that similar fact patterns are handled symmetrically; and o ensure awards are appropriate, taking into account CWB’s performance viewed holistically. • The HR Committee has the discretion to increase a STIP award for NEOs by an amount not exceeding 50% of the award at target, or to reduce a STIP award to zero. • Discretion is exercised infrequently, in accordance with established adjustment principles, and only when necessary to recognize exceptional circumstances. Compensation Mix Targets • Components of each executive’s overall compensation vary with the position, based on the position’s ability to impact CWB’s success. • In line with our pay-for-performance approach, a significant portion of each executive’s compensation is “at risk” and/or linked to CWB’s share price to ensure that compensation outcomes will align with performance, thereby motivating executives and aligning their interests with the creation of long-term shareholder value, while supporting executive retention. • Generally speaking, the more senior the position, the greater the executive’s total compensation is “at risk” and deferred over time. • The following charts illustrate the relative proportions of salary, target STIP, target LTIP and “at risk” compensation for NEOs in 2020. “At risk” compensation means that each executive’s total compensation will be affected by CWB’s share price performance and/or the achievement of stated performance objectives (rounded).

PRESIDENT AND CEO EVP, BANKING

71% 65% At-Risk Compensaon At-Risk Compensaon

Base Salary 29% Base Salary 36% STIP 29% STIP 29% LTIP 42% LTIP 36%

EVP AND CFO ALL OTHER NEOs

63% 60% At-Risk Compensaon At-Risk Compensaon

Base Salary 36% Base Salary 40% STIP 27% STIP 26% LTIP 36% LTIP 34%

Canadian Western Bank Management Proxy Circular 36 MANAGING COMPENSATION RISKS COMPENSATION RISKS We consider the following broad categories of risk in designing and enhancing our compensation structure and policies:

Strategic Alignment Risk This is the risk that our compensation structure does not encourage behaviour consistent with our strategic direction, risk appetite, and long-term objective to be the best full-service bank for business owners in Canada. We mitigate this risk by ensuring that executives’ performance goals and resulting compensation are aligned with CWB’s strategic direction.

Attraction and Retention Risk This is the risk that our compensation structure will not attract and retain talented, high-performing individuals. We manage this risk by researching and identifying market practices and trends, and refining our compensation structure to be competitive in the market to appeal to employees and prospective candidates.

Reputational and Ethical Risk This is the risk that our compensation structure will encourage employees to engage in unethical or illegal behaviour. We manage this risk through the Code, Compensation Recoupment Policy, and other policies, as further discussed below. HOW RISK AFFECTS COMPENSATION We believe the alignment of compensation governance practices with risk management principles helps generate long-term shareholder value within an effective risk control environment. We enhance our compensation practices periodically to address changing or emerging risks. To align compensation with time horizon risks and motivate employees to create long-term shareholder value, a portion of variable compensation is deferred. Executive equity-based compensation is awarded annually and vests over time, meaning a portion of compensation is always exposed to future changes in CWB’s share price before it can be realized. Unvested variable compensation is also subject to forfeiture in the event of termination of employment in certain circumstances, as described under the heading “Compensation Recoupment Policy” below. In addition, both the short-term and long-term incentive grants are subject to discretionary adjustments, described earlier, based on the HR Committee’s risk assessment. KEY RISK MITIGATING POLICIES Our compensation risk mitigating policies and practices are aimed at ensuring compensation aligns with shareholders’ interests and regulatory guidance, and addresses the compensation risks discussed above.

Compensation Recoupment Policy

Purpose • To address situations where employees conduct business activities inappropriately or outside the approved risk limits and tolerances, or situations involving fraud or a misstatement of financial results.

Key Features • In the event of (i) a financial restatement; or (ii) if the individual engages in job-related fraud or misconduct; or (iii) a serious violation of CWB policies (particularly including CWB’s Risk Appetite Framework Policy), the HR Committee may exercise its discretion to: o recoup previously paid variable cash compensation (i.e., STIP awards); o require forfeiture of vested and unvested equity-based variable compensation; or o recoup any realized gains on previously exercised equity-based compensation.

• Applies to CWB senior management at the Assistant Vice President level and above.

Share Trading/Hedging/Pledging Restrictions Policy

Purpose • To maintain the alignment of employee and shareholder interests, and comply with legal requirements.

Key Features • Prohibits CWB directors and officers from directly or indirectly entering into: o short sales or buying or selling a call or a put option in respect of CWB’s securities or purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) designed to hedge or offset a decrease in the market value of CWB equity securities granted as compensation or held, directly or indirectly, by a CWB director or officer; and o non-recourse pledges of CWB securities.

37 Canadian Western Bank Management Proxy Circular Equity Requirement Policy Purpose • To align executives’ investment in CWB common shares and common share equivalents with long-term shareholder interests. Key Features • Requires officers to maintain ownership levels equal to a multiple of annual salary. The ownership level may be achieved through holding common shares and outstanding RSUs and PSUs. Compliance is assessed annually on October 31st.

• The CEO and EVPs must hold their minimum shareholdings for a period of six months (and, in the case of the CEO, for another six months in respect of one-half of minimum holdings) should they (a) retire, or (b) unilaterally resign for a reason other than a change of control where the NEO’s position is eliminated or substantially changed, or as required under CWB’s Majority Voting Policy. Mr. Fowler’s employment agreement imposes additional requirements, discussed on page 56.

• All employees at the VP levels and higher must invest up to 25% of the net after-tax proceeds of any equity- based compensation realized in a year to purchase common shares if they have not met their minimum equity requirements at the most recently completed anniversary of their appointment.

• Each NEO exceeded their minimum equity requirement as at October 31, 2020. Ownership Ownership Total Value of Common Shares, RSUs Requirement Requirement Common Shares, RSUs and PSUs as a Multiple of Requirement NEO Multiple ($) and PSUs Held ($)(1) Salary Met Christopher H. Fowler 5 x annual 3,980,915 4,812,070 6.04 P President and CEO salary Carolyn J. Graham 2 x annual 737,500 1,628,246 4.42 P EVP and CFO salary Stephen H.E. Murphy 1 x annual (2) 442,101 1,264,152 2.86 P EVP, Banking salary H. Bogac (Bogie) Ozdemir 2 x annual 681,034 828,640 2.43 P EVP and CRO salary Kelly S. Blackett 2 x annual 671,466 804,606 2.40 P EVP, HR and CC salary

(1) The value of RSUs, PSUs, and common shares is generally determined based on the common share closing price on the TSX on October 30, 2020 ($24.50 per share), or alternatively valued at the adjusted cost base or grant price of the security, if higher. (2) Mr. Murphy’s employment agreement provides for an ownership requirement on October 31, 2020 equal to his annual salary. Effective March 10, 2021, his ownership requirement will be equal to two times his annual salary.

ALIGNMENT WITH FSB PRINCIPLES AND STANDARDS Our approach to compensation is consistent with the FSB Principles and Standards and industry best practices for assessing conduct.

We engage Meridian periodically to complete a risk review of compensation plans at the senior executive level and for all other employees, with a particular focus on alignment with the FSB Principles and Standards. In addition, we complete a risk review whenever introducing a new compensation element, or making material revisions to our compensation program. Based on the most recent review completed in fiscal 2018, Meridian concluded that our compensation programs and policies are in compliance with the FSB Principles and Standards and appropriately mitigate compensation risk. Meridian also concluded that our compensation programs and policies are not reasonably likely to have a material adverse effect on CWB, its business, or its value.

Canadian Western Bank Management Proxy Circular 38 FSB Principle CWB Alignment

Board actively oversees the compensation • The Board establishes our compensation philosophy and structure. system’s design and operation • The Chairs of the Audit Committee and Risk Committee are members of the HR Committee and the Chair of the HR Committee is a member of the Risk Committee. In addition, there are a number of cross-committee memberships. These cross-memberships on Board committees support alignment of compensation and risk control principles.

• The HR Committee, composed entirely of independent directors: o re views the compensation structure outcomes to ensure they are consistent with the compensation philosophy; o oversees the hiring, promotion and compensation of executive officers; o ensures effective succession and leadership development planning is in place; o approves and amends material compensation programs; and o determines incentive compensation criteria and allocations.

• The HR Committee obtains advice on the components of compensation from an independent compensation consultant and meets in camera (without management present) with the independent compensation consultant at each meeting.

• The HR Committee meets in camera for part of each HR Committee meeting and provides its report in camera to the Board. No officers, including the CEO, are present when decisions regarding their compensation are made.

Board monitors and reviews the operation of • The HR Committee approves key performance objectives at the beginning of the year, and the compensation system performance against those objectives is evaluated periodically during and at the end of each year to establish that year’s awards.

• The HR Committee periodically engages an independent compensation consultant to review the compensation structure and the executives’ level of compensation.

Employees in financial and risk control • Compensation for employees in oversight functions (risk, audit, compliance, and finance) functions must be compensated in a manner is based on enterprise performance and individual performance, and is independent of the that is independent of the business areas they results of specific businesses supported. oversee Compensation is adjusted for all types of risk • All executive compensation plans have a discretionary element that permits the HR Committee to consider risk when determining award grants and payouts.

• Our STIP and PSU programs include a mix of financial, operational, and strategic performance metrics incorporating both quantitative and qualitative measurements, some of which are assessed in relative performance terms, and some in absolute performance terms.

• The HR Committee tests the performance goals for the main STIP metrics, based on best- and worst-case scenarios, to ensure that goals are suitably calibrated and appropriately challenging. Compensation outcomes are symmetric with • Short-term incentives are subject to maximum percentages of base salary and a minimum of risk outcomes zero.

• All employees’ variable compensation may be subject to forfeiture if an employee resigns or is terminated for cause.

• Senior managers’ variable compensation is subject to recoupment and forfeiture in the event of a financial restatement or if the individual engages in fraud or misconduct or seriously violates our policies (including, in particular, our Risk Appetite Framework Policy).

39 Canadian Western Bank Management Proxy Circular FSB Principle CWB Alignment

Compensation payouts are aligned with the • Stock options and PSUs vest after three years and RSUs vest in one-third instalments in each time horizon of risks year after they are awarded over a three-year period, ensuring sufficient time for the share price to incorporate the impact of risks taken.

• Share ownership requirements for all officers ensure their interests are aligned with shareholders at all times.

• The CEO and all EVPs are required to hold their minimum shareholdings for a six-month period post-employment. In addition, the CEO is required to hold one-half of his minimum shareholdings for a further six months, should he (a) retire, or (b) unilaterally resign for a reason other than a change of control where his position is eliminated or substantially changed or as required under our Majority Voting Policy.

• Officers are not permitted to use hedging strategies designed to monetize or reduce market risk associated with equity-based compensation or their holdings in CWB securities. The mix of cash, equity, and other forms • Equity-based compensation as a percentage of total compensation increases with seniority of compensation is consistent with risk and the authority of individuals to make decisions that could have a material impact on our risk alignment profile.

USE OF NON-IFRS FINANCIAL MEASURES Use of Adjusted Financial Measures Performing Loan Provision for Credit Losses

Certain non-IFRS financial measures, defined in the “Non-IFRS As noted within our 2020 annual MD&A, adjusted EPS is calculated excluding Measures” section of our 2020 annual MD&A, including adjusted the impact of amortization of acquisition-related intangible assets, acquisition EPS and adjusted return on common shareholders’ equity, are used and integration costs, and acquisition-related fair value changes, net of tax. in making executive compensation decisions to set compensation For the purposes of the 2018 PSU grant, which vested in December 2020, performance measures and to assess performance against those adjusted EPS also excludes the performing loan provision for credit losses, measures. Such financial measures do not have any standardized net of tax, calculated under IFRS 9 (the “performing loan provision”). meaning under IFRS and, therefore, may not be comparable to similar The performing loan provision is a significant accounting estimate that measures presented by other issuers. Adjusted measures used for incorporates a number of underlying forward-looking assumptions involving executive compensation purposes are generally consistent from year to a high degree of management judgement, and may have a significant impact year, are the key metrics we use to analyze our business results against on financial results. Please see our annual MD&A and audited financial internal budgets and operational plans, and are computed consistently statements for more details on the performing loan provision. with the same non-IFRS measures in our annual MD&A, except where When the fiscal 2018 PSU was granted in December 2017, CWB had noted otherwise. Our MD&A provides details and reconciliations of not yet transitioned to IFRS 9; therefore, this change in accounting the non-IFRS financial measures we use to the comparable metric approach was not contemplated in the base year financial results or the computed in accordance with IFRS. The Audit Committee recommends performance targets for that grant. The previous accounting method the annual MD&A, including the non-IFRS measures, to the Board for estimated incurred loan losses, i.e., that were already present in CWB’s approval. We believe these measures provide readers the ability to loan portfolio, rather than estimating expected losses under IFRS 9. better understand and analyze trends related to profitability and the The IFRS 9 expected credit loss framework affects performing loans, effectiveness of our operations and strategies, and how management i.e., those loans that are not impaired, requires much more managerial assesses performance. Adjustments relate to items which we believe judgement, and is overall a more volatile measure compared to the are not indicative of underlying operating performance. previous accounting method, particularly during periods of economic In fiscal 2020, the non-IFRS financial measures of adjusted EPS, adjusted volatility. The PSU performance goal of compound growth in adjusted return on common shareholders’ equity, and operating leverage were EPS, as set in fiscal 2018, did not account for the change in estimation used in the STIP and/or PSU plans and were generally consistent with method for the performing loan provision required under IFRS 9. fiscal 2019, and with the same adjusted measures discussed inour However, at the time the IFRS 9 framework was adopted, theHR MD&A, unless stated otherwise (see Performing Loan Provision for Committee identified the performing loan provision as a potential area Credit Losses). The HR Committee reviewed those definitions when it for adjustment in the calculation of EPS for incentive compensation approved the STIP and PSU plan designs for the fiscal 2020 awards. purposes, depending on materiality. By excluding the performing loan provision from both the base year calculation and the final year in the Other performance measures used in the STIP and PSU programs in performance period, adjusted EPS performance can be measured in fiscal 2020 included employee engagement, client satisfaction, relative a consistent manner. By excluding the performing loan provision as a TSR, and strategic and/or operational objectives, which do not rely on matter of course, we remove any potential incentive (actual or perceived) financial data. for management to apply judgement in estimating the performing loan provision in ways that could affect STIP and LTIP results. Therefore, for fiscal 2021 and onward, all relevant compensation metrics used in STIP and LTIP (including all outstanding PSUs) will be adjusted to remove the performing loan provision, regardless of whether the impact is positive or negative to financial results.

Canadian Western Bank Management Proxy Circular 40 INDEPENDENT ANALYSIS FROM EXTERNAL COMPENSATION CONSULTANT

The HR Committee benefits from the advice of an external independent • Independently verified management’s PSU payout calculations for compensation consultant with executive compensation expertise. the fiscal 2017 grants that vested on December 15, 2019; and The HR Committee has retained Meridian since 2015 for support • Reviewed the fiscal 2019 Circular. on executive compensation matters. Meridian has advised the HR The Chair of the HR Committee oversees any services provided by Committee that it has no connections to HR Committee members or Meridian to the HR Committee, and is consulted about any services management that could compromise its independence, and it maintains proposed to be provided by Meridian to CWB management prior to policies and procedures designed to prevent conflicts of interest. their engagement. This allows the HR Committee to consider whether In 2020, Meridian performed the following for the HR Committee: Meridian’s ability to act as an independent compensation consultant to the HR Committee may be compromised. In 2020 and 2019, Meridian • Reviewed the LTIP (including the PSU design) and assisted with design did not provide any services to CWB management. revisions to the program; • Reported on market impacts to executive pay programs caused by The aggregate fees billed by Meridian over the past two years follow: the COVID-19 pandemic, and assisted with the review of potential impacts (and related regulatory impacts) to our programs; Year Ended Year Ended • Reported on compensation trends and legislative and regulatory October 31, October 31, changes, incorporated data from our peer group as well as from other 2020 ($)(1) 2019 ($)(1) Canadian financial services companies, and included a recap of proxy Meridian advisor findings on our compensation program; Executive and director • Reviewed and opined on performance measures, goals, and ranges 86,900 129,330 compensation related fees in the STIP and LTIP programs; commented on other incentive design programs below the senior executive level; All other fees - - • Provided compensation market data and observations on CEO Total 86,900 129,330

compensation; (1) Fees include all applicable taxes.

COMPENSATION DECISION-MAKING PROCESS Compensation decisions are guided by our compensation philosophy and principles as described on page 35, and Meridian’s analysis, as described above and on page 42. The following illustration sets out the HR Committee’s compensation decision-making process:

4. Determine 2. Set CWB 3. Evaluate 1. Establish Performance- and Individual Performance Target Based Performance Against Compensaon Compensaon Objecves Objecves Awards

1. ESTABLISH TARGET COMPENSATION The CEO recommends to the HR Committee the level and form of At least once every two years, Meridian assists in the determination of compensation targets for the executive officers, other than the CEO. a comparator peer group. In 2019, the HR Committee retained Meridian The HR Committee has full discretion to adopt or alter the CEO’s to conduct a comprehensive review of the peer group used for overall recommendations, and engages its external compensation consultant to executive compensation benchmarking. As a result of this review, the assist in evaluating the recommendations. The target compensation mix HR Committee, after consulting with Meridian, confirmed the following and aggregate compensation package for each NEO is positioned near selection criteria and peer group, which have been in place since 2017: the median range of the comparator market compensation data, unless Peer Selection Criteria the HR Committee determines that a variance from the median range is warranted based on factors such as individual performance, relevant • Canadian public companies in the financial sector. experience, tenure, internal equity considerations, and retention needs. • Financial parameters were used to narrow the field of peers: o Total company assets was the main screening measure; candidates Selection of Comparator Peer Group would ideally have assets between 0.33x and 3x the total assets of To ensure compensation competitiveness, the HR Committee regularly CWB, although out-of-range peers were also considered. evaluates overall executive compensation against a peer group of o Revenue and market capitalization were used as secondary lenses, Canadian organizations that are of comparable size and complexity to also with a range between 0.33x and 3x. CWB.

41 Canadian Western Bank Management Proxy Circular • Reviewed additional factors, such as business descriptions and In 2020, Meridian conducted a detailed review of our LTIP and geographic location for business similarities and direct talent recommended changes to the composition of LTIP for executives, and to competitors. the design of PSUs. Based on this recommendation, the HR Committee • Considered CWB’s existing compensation benchmarking peers approved the following changes effective for grants made in fiscal 2021 (e.g., companies viewed as significant competitors for business) and onward: to the peer groups used by certain other companies in the Canadian financial sector. • RSUs will no longer form part of LTIP for executives at the level of EVP and above. Instead LTIP will be comprised of 75% Comparator Peer Group for Overall Compensation Benchmarking PSUs and 25% options. • Design changes to PSU grants for fiscal 2021 and onward • ATB Financial to better align with the PSU design of other Canadian banks, • CI Financial Corp. support attraction and retention of key executives, and • E-L Financial Corporation Limited better culturally align with our prudent risk culture. See • ECN Capital Corp. “2021 PSU Design” on page 53 for further details. • Equitable Group Inc. • First National Financial Corporation 2. SET CWB AND INDIVIDUAL PERFORMANCE • Genworth MI Canada Inc. • Home Capital Group Inc. OBJECTIVES • HSBC Bank Canada The HR Committee establishes financial and non-financial performance • IGM Financial Inc. objectives for compensation purposes. Financial and operational • iA Financial Corporation Inc. performance objectives are based on Board-approved medium- • Intact Financial Corporation term financial and operational performance targets. Non-financial • Laurentian Bank of Canada performance objectives include specific strategic initiatives and • TMX Group Limited leadership objectives, focused on delivering strategic results that are best for people, best for clients and best for investors. The HR Compensation Benchmarking and Assessment Committee sets target compensation levels for each executive officer The HR Committee reviews and benchmarks total compensation for our based on the benchmarking and assessment process described above. In executives against the comparator peer group to ensure we provide addition, the EVP, HR and CC and the external compensation consultant competitive compensation. support the HR Committee and provide relevant market data and other There are no Canadian publicly traded financial institutions of a similar information as requested to inform the HR Committee’s deliberations. size with a similar business mix and geographic focus as CWB. As a result, the HR Committee also uses executive compensation survey 3. EVALUATE PERFORMANCE AGAINST OBJECTIVES data to help determine base salary and total compensation for senior Following the end of the fiscal year, the CEO provides the HR Committee executives. The benchmarking data, along with other relevant factors with his assessment of executive officer performance and provides such as internal equity, are used to develop a target compensation recommendations regarding incentive compensation awards. The CEO also mix and an aggregate compensation package for each executive performs a self-assessment of his own performance. The HR Committee position in the median range of the comparator market compensation then considers CWB’s performance by reference to key financial and data. Throughout the compensation benchmarking and assessment operational performance metrics, as well as individual executive officer process, the HR Committee engages and receives expert advice from its performance on strategic initiatives and leadership objectives. independent compensation consultant who provides competitive data and market trends, and the HR Committee may consider management 4. DETERMINE PERFORMANCE-BASED recommendations. COMPENSATION AWARDS

In 2019, Meridian conducted a detailed compensation review for the Based on the achievement of specified financial and operational Executive Committee, including each component of total compensation. performance metrics and individual performance objectives, the HR The review concluded that our executive pay program structure and pay Committee determines the appropriate STIP compensation to be levels were generally well-aligned with peers and sound compensation awarded to each executive officer for that fiscal year. The HR practices, with small recommended adjustments on some pay elements Committee also determines the amount of the LTIP pool for the at the beginning of fiscal 2020 to address changes in job scope, individual next fiscal year. The HR Committee exercises appropriate discretion performance, and market data. These changes included increases of: to adjust incentive compensation as described under the heading “Executive Compensation Philosophy” on page 35. • the target LTIP award for the President and CEO from 130% to 145% of base salary; • the target LTIP award for the EVP and CRO and EVP, HR and CC from 80% to 85% of base salary; and • the target STIP award for the EVP, Banking from 75% to 80% of base salary.

Canadian Western Bank Management Proxy Circular 42 ELEMENTS OF TOTAL COMPENSATION Total compensation for CWB executives includes the following elements:

1. Base salary 2. Short-term incentive 3. Long-term incentive: a. RSUs b. PSUs c. Stock Options 4. Benefits and perquisites

A summary of the different compensation elements follows:

Component Purpose Form Performance Period Pay at Risk Profile Direct Compensation Fixed Base Salary Compensates executives for the Cash 1 year Not at risk leadership and specific skills needed to fulfil their responsibilities Variable Short-Term Incentive Rewards executives for creating Cash 1 year At risk shareholder value and achieving specific short-term performance objectives Long-Term Incentive Links the executives’ and RSUs(1) 3-7 years At risk shareholders’ interests by PSUs(2) rewarding executives for share Stock Options(3) price appreciation, relative TSR, achieving certain financial results, and achieving strategic initiatives Indirect Compensation Retirement Benefits, Invests in employee health and Group RRSP, Ongoing Not at risk ESPP, Group Benefits, well-being, and provides funding for Supplemental and Perquisites income at retirement Retirement Plan, and ESPP

(1) Vest and pay out in cash rateably as of each of the first, second and third anniversaries of the grant date. (2) Vest and pay out in cash as of the third anniversary of the grant date. (3) Vest on and exercisable from the third anniversary of the grant date. Outstanding stock options granted prior to 2016 expire on the fifth anniversary of the grant date. Stock options granted in 2016 and after expire on the seventh anniversary of the grant date.

The following section provides a further description of each of the elements of compensation.

1. BASE SALARY Base salary is used to provide a level of income certainty, and to attract and retain employees. Base salary reflects market competitiveness, individual performance, tenure, and internal equity. We generally increase base salary annually within a range provided to all our employees. Additional increases beyond this percentage may be made to reflect additional responsibilities assumed by the executive, to reflect the executive’s expanded oversight responsibilities associated with business growth, or to bring an executive’s base salary within the median range of the comparator market compensation data. However, in light of the COVID-19 pandemic, we have generally not awarded any executive salary increases for fiscal 2021.

43 Canadian Western Bank Management Proxy Circular 2. SHORT-TERM INCENTIVE

Short-Term Incentive Program (STIP)

Purpose • Our STIP is designed to motivate and reward our employees for achieving corporate financial and operational objectives, and for individual accomplishments in a given year.

Form of Award • Annual bonus, paid in cash after the end of the fiscal year.

STIP Award • The STIP award is based on (1) the STIP target and (2) the performance multiplier determined by two core components (financial Determination and operational performance, and individual performance): (1) STIP target is established as a percentage of base salary, which increases with the executive’s seniority

Fiscal 2020 STIP Target President and CEO 100% of Base Salary EVP, Banking 80% of Base Salary EVP and CFO 75% of Base Salary All other NEOs 65% of Base Salary

(2) Performance multiplier is based on two core components

i. Financial and Operational Performance (70% Weighting) ii. Individual Performance (30% Weighting)

o At the beginning of each fiscal year, the HR Committee o At the beginning of each fiscal year, the CEO establishes, sets performance goals using specific financial and and the HR Committee approves, specific strategic and operational performance metrics. Interim performance leadership objectives for each NEO. against these goals is reviewed periodically over the o Individual performance progress is assessed regularly. course of the fiscal year. o The HR Committee reviews the CEO’s achievements o At the end of each fiscal year, the HR Committee reviews against his strategic and leadership objectives and the our financial and operational results and discusses CEO’s assessment of the performance of each of his performance against the target metrics with the CEO. direct reports, including the other NEOs. o These metrics are used to calculate 70% of the STIP o These individual goals are used to calculate 30% of the award. STIP award. • The STIP award in a year may vary between zero and 150% of the STIP target, depending on performance relative to financial and operational performance metrics and individual performance goals. • The HR Committee establishes STIP performance goals and targets after considering expectations regarding the external business environment (GDP growth, expected interest rates, regulatory and other changes) and internal factors such as the operating budget for the year.

How STIP • The following chart shows how STIP awards are calculated for NEOs: Awards are Calculated Performance STIP Target Base Salary Mulplier STIP Award X (% Varies by NEO X= ($) (0% to 150% of ($) Role) STIP Target)

Cash payout, which STIP Target as a % of Performance may be greater or less Execuve’s annual base salary, which XXmulplier to be = than target, depending base salary increases with the applied to STIP Target on the performance execuve’s seniority mulplier

Canadian Western Bank Management Proxy Circular 44 • The performance multiplier for each NEO is calculated as follows:

Financial and Operaonal Performance Mulplier Individual NEO Performance Performance +=(0% to 150% of (30% Weighng) (70% Weighng) STIP target)

The total value ranges from Total value ranges from 0%-45% 0%-105% (i.e., 0% to 150% (i.e., 0% to 150% of the 30% of the 70% weighng given weighng given to Individual Performance mulplier to be += to Financial and Operaonal NEO Performance) based on applied to STIP target Performance) based on the NEO’s annual performance performance relave to each against strategic iniaves and metric in this category leadership objecves

• For illustrative purposes, the CEO’s STIP award calculation for fiscal 2020 is shown below:

Base STIP Performance STIP Salary XXTarget Mulplier = Award $800,000 100% 76%(1) $607,200

(1) Performance multiplier equal to 76% (rounded) consisting of 35% of the 70% available (50% of target) for financial and operational performance and 41% of the 30% available (137% of target) for individual performance.

Other • The HR Committee understands that strict adherence to formulas for determining the annual performance incentive Discretionary may lead to unintended consequences and not be aligned with creating long-term shareholder value, particularly in a Adjustments rapidly changing environment. • Accordingly, the HR Committee may exercise appropriate discretion to adjust STIP awards based on adjustment principles adopted by the HR Committee, as described under the heading “Executive Compensation Philosophy” on page 35. • Although the HR Committee may reduce a calculated award to zero, the HR Committee may not increase a calculated award by an amount exceeding 50% of the NEO’s target award level.

Fiscal 2020 STIP Award Details of the metrics related to CWB’s financial and operational performance and their relative weightings for the 2020 STIP awards are set out below. Based on CWB’s fiscal 2020 financial and operational results, the metrics resulted in a financial performance component for NEO STIP at 50% of target (or 35% against the 70% weighting allocated to financial and operational performance). The HR Committee considered whether it was appropriate to make adjustments to the calculated results of the STIP quantitative metrics and decided that no adjustments were required.

NEO 2020 STIP Component Weight with Measure Metrics Target Performance at Target 2020 Performance Adjusted EPS(1) $3.31 30% $2.93 Adjusted return on common shareholders’ equity(1) 11% 10% 9.5% Operating leverage(1) 0.9% 10% (2.7)% Employee engagement(2) Maintain 10% Increased 6% Client satisfaction(3) Maintain 10% Increased 5% Total and Resulting Award 70% 50.5% (out of 70%)

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report. (2) Employee engagement is measured based on the Great Places to WorkTM Trust Index. (3) Client satisfaction is based on our net promoter score. Net promoter score measures customer loyalty by asking how likely a customer would be to recommend the company. Net promoter score is calculated as the total percentage of survey respondents who report a strong likelihood that they would recommend the company or its products to others (advocates), minus the percentage of respondents reporting that they are unlikely to recommend the company or its products to others (detractors). We engage a third party to survey customers and calculate our net promoter score.

45 Canadian Western Bank Management Proxy Circular 3. LONG-TERM INCENTIVE Long-Term Incentive Program (LTIP)

Purpose • The LTIP is designed to attract, motivate, reward and retain employees by aligning our leaders’ interests to create medium- and long-term shareholder value, build a successful and sustainable business, and execute on our strategic direction.

Form of Award • The LTIP consists of awards under the SIP, the RSU Plan and the PSU Plan, each of which is discussed in greater detail below. • Amendments to any of the Plans must be approved by the HR Committee.

Grant • Each December, the HR Committee determines the annual aggregate value of LTIP awards for all Participants, including the total Determination value of individual grants to be awarded to the NEOs for that fiscal year (i.e., in December 2019, grants were awarded for the 2020 fiscal year). • In determining grants under the LTIP, grants are generally set at “target” levels with potential adjustments to these target values made on a case-by-case basis by the HR Committee, in its judgement, to address performance considerations or other exceptional circumstances. • Grants are not influenced by previous grants made to an executive.

Payouts • The payout values of all stock options, RSUs, and PSUs are based on share price performance, aligning management and shareholder interests. • In addition, payout values for PSUs are based on achievement of performance against financial and strategic objectives established at the date of each grant. • The LTIP grant target values for the NEOs for fiscal 2020, together with the grant allocation between PSUs, RSUs, and options, follow: LTIP Allocation(1) LTIP Value (Target) PSUs RSUs Options President and CEO 145% of Base Salary 50% 25% 25% EVP and CFO 100% of Base Salary 50% 25% 25% EVP, Banking All other NEOs 85% of Base Salary 40% 35% 25%

(1) The HR Committee approved changes to the LTIP composition effective for fiscal 2021: RSUs will be removed from NEO LTIP (except for special recruitment/retention purposes). Effective for fiscal 2021, for all NEOs, PSUs and Options will comprise 75% and 25%, respectively, of LTIP. See page 42 for further information.

Canadian Western Bank Management Proxy Circular 46 Share Incentive Plan (SIP)

Overview Plan Category The SIP is an equity compensation plan approved by shareholders.

All figures Plan Maximum A maximum of 16,932,000 common shares may be issued under the SIP, subject to adjustment for a current to stock dividend, split, consolidation, or other change to the structure of the bank’s common shares. October 31, 2020

Overhang (options 6,291,765, representing 7.22% of all issued and outstanding common shares. outstanding and available to grant)

Dilution(current 1,788,818 common shares are reserved for issuance under existing grants, representing 2.05% of all outstanding options) issued and outstanding common shares.

Number of Securities Given the mandatory “Cashless Settlement of Options” described below, if all outstanding options to be Issued Upon (vested and unvested) were exercised at the October 30, 2020 share price, 16,379 common shares Exercise of Outstanding would be issued. Options

Weighted Average $29.39 Exercise Price of Outstanding Options

Number of Securities 4,502,947 common shares are available for issuance under future grants, representing 5.17% of all Remaining Available for issued and outstanding common shares. Future Issuance

Options Issued in 2020 407,807 options were issued in fiscal 2020, representing 0.47% of all issued and outstanding common shares at October 31, 2020.

2020 2019 2018 Burn rate (the number of options issued each year, expressed as a percentage of the weighted average number of issued and outstanding common shares for the relevant 0.47% 0.44% 0.30% fiscal year)

Grant • The estimated value of an option on a grant date is determined using a binomial option pricing model. The applicable allocation Determination (based on a percentage of base salary as shown on the table on page 46) is then divided by the option value to arrive at the number of options that will be granted to the executive.

Exercise Price • All outstanding options have an exercise price equal to the weighted average trading price of CWB's common shares on the TSX on the grant date and the four trading days immediately preceding the grant date. The SIP provides that the exercise price of an option cannot be less than this price.

Term • The SIP permits options to be granted with a term of up to eight years. Outstanding options granted prior to 2016 expire on the fifth anniversary of the grant date. Options granted in 2016 and after expire on the seventh anniversary of the grant date. • An option’s term is extended by up to ten trading days following a blackout period should it otherwise expire during, or immediately after, a blackout period.

47 Canadian Western Bank Management Proxy Circular Vesting • All outstanding options vest three years after they are granted. The HR Committee has the authority to set the date at which options vest and to accelerate the time at which any option vests. • Upon a change of control, options vest immediately if both of the following conditions are met: (i) the option holder’s employment is eliminated or substantially changed, and (ii) the option holder ceases to be an employee of CWB Financial Group within 18 months of the change of control. • The following describes how options are affected by a holder’s resignation, termination, death or retirement:

Unvested Options Options Vested but Unexercised Resignation Forfeited Must be exercised by the earlier of the original expiry date and 90 days from the date of resignation. Termination Forfeited Must be exercised by the earlier of the original expiry (with cause) date and 30 days from the date of termination. Termination Forfeited Must be exercised by the earlier of the original expiry (without cause) date and one year from the date of termination. Death Vest immediately Must be exercised by the earlier of the original expiry date and two years from the date of death. Retirement Vest on the original vesting date and Must be exercised by the original expiry date. (as defined must be exercised by the original in the SIP) expiry date

Assignment • No option is assignable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order.

Cashless • In order to reduce dilution, all exercises of options must be settled under the cashless settlement method. The cashless Settlement of settlement method allows for the value of options at the time of exercise to be settled by exchanging the options for “Substituted Options Rights” and the immediate conversion of those rights into common shares. • To the extent that the number of options exercised under the cashless settlement method exceeds the number of common shares issued, the excess is returned to the pool of common shares reserved for issuance under options. • Under the cashless settlement method, the number of shares to be issued is determined by the following formula:

Number of (Current Price - Exercise Price) Number of shares Substuted Rights Current Price

o “Current Price” means the closing price of CWB common shares on the TSX on the date the notice of exchange is delivered to CWB. o “Exercise Price” means the exercise price of the options.

Amendments • The Board may amend the SIP without shareholder approval for certain types of amendments, including amendments to the vesting provisions and amendments necessary to comply with applicable law. • The following types of amendments to the SIP require shareholder approval: o amendments to the number of common shares issuable under the SIP, including an increase to a fixed maximum number of common shares or a change from a fixed maximum number of common shares to a fixed maximum percentage; o any amendment that reduces an option’s exercise price or purchase price; o any amendment extending an option’s term beyond its original expiry date, except as otherwise permitted by the SIP; o adoption of any option exchange involving the cancellation and reissuance of options; o an amendment which would permit options to be transferred or assigned to an arm’s-length third party who is not an associate, affiliate, or legal representative of the option holder; o any amendment that expands Participants to include non-employee directors; and o amendments that must be approved by shareholders under applicable law (including, without limitation, the TSX rules, regulations, and policies).

Canadian Western Bank Management Proxy Circular 48 Restricted Share Unit (RSU) Plan

Overview • RSUs granted under the RSU Plan are bookkeeping entries credited to an account created for each Participant. • Each RSU represents a unit with an underlying value equivalent to the value of one CWB common share. • Notional dividends accrue to the RSU holder and are converted on the dividend date into additional RSUs that vest in accordance with the respective grant.

Grant • On the grant date for RSUs, the value of the applicable allocation (based on a percentage of base salary as shown on the Determination table on page 46) is divided by the weighted average trading price of one CWB common share on the grant date and the four trading days preceding the grant date to arrive at the number of RSUs granted to the executive.

Vesting • Each grant vests rateably on each of the first, second and third anniversaries of the grant date. • If a holder ceases to be an employee before a RSU's vesting date by reason of death or retirement, then such granted RSUs vest in accordance with the terms of the RSU Plan as if the Participant was an employee on the RSU vesting date. • Subject to the HR Committee’s discretion, if a Participant's employment ceases for any reason other than death or retirement, all of the Participant's unvested RSUs are cancelled and no compensation is paid for those RSUs. • Upon a change of control, RSUs vest immediately if both of the following conditions are met: (i) the Participant’s office or position is eliminated or substantially changed, and (ii) the Participant leaves the employment of CWB Financial Group within 18 months of the change of control.

Payout • The value of each RSU on the vesting date is based on the average of the weighted average trading price of the common shares on the TSX on the vesting date of the RSU and the four trading days preceding the vesting date. The value of each RSU is paid to Participants, in cash, no later than 60 days after vesting.

Performance Share Unit (PSU) Plan

Overview • PSUs granted under the PSU Plan are bookkeeping entries credited to an account created for each Participant. • Each PSU represents a unit with an underlying value equivalent to the value of one CWB common share, subject to adjustment by the performance multiplier. • Notional dividends accrue to the PSU holder and are converted on the dividend date into additional PSUs that vest in accordance with the respective grant.

Grant • On the grant date for PSUs, the value of the applicable allocation (based on a percentage of base salary as shown on the Determination table on page 46) is divided by the weighted average trading price of one CWB common share on the grant date and the four trading days preceding the grant date to arrive at the number of PSUs granted to the executive.

Vesting • PSUs vest on a date specified by the HR Committee at the date of grant, typically three years but in no event later than December 31 of the third year after the grant. • If a Participant ceases to be an employee before a PSU's vesting date by reason of death or retirement, then the PSUs will vest in accordance with the terms of the PSU Plan as if the Participant was an employee on the PSU vesting date. • Subject to Board discretion, if a Participant's employment ceases for any reason other than death or retirement, all of the Participant's unvested PSUs are cancelled and no compensation is paid for those PSUs. • Upon a change of control, PSUs vest immediately if both of the following conditions are met: (i) the Participant’s office or position is eliminated or substantially changed, and (ii) the Participant leaves the employment of CWB Financial Group within 18 months of the change of control. • In the event of accelerated vesting on a change of control, the performance will be calculated as at the date of the accelerated vesting and compared to the targets to determine the awards to be paid. Payout • Upon completion of the performance period associated with granted PSUs, a performance multiplier is calculated based on performance over the period relative to performance goals, and then applied to the PSUs originally granted such that the total monetary payout per PSU that vests may be greater or less than the value of a CWB common share. For grants up to and including fiscal 2020, the maximum possible performance multiplier is 200% and the minimum is 0%. For grants made at the beginning of fiscal 2021, the maximum possible performance multiplier is 150% and the minimum is 50%. • The value of each common share underlying the value of a PSU on the vesting date is based on the average of the weighted average trading price of the common shares on the TSX on the vesting date of the PSU and the four trading days preceding the vesting date of the PSU. The value of each vested PSU is paid to Participants, in cash, no later than 60 days after vesting.

Vesng Date Value Performance Number of PSUs Payout on Vesng of PSU Mulplier Vesng

49 Canadian Western Bank Management Proxy Circular Details of PSU Grants Outstanding in Fiscal 2020 2017 PSU Grant Compound Annual Growth in Adjusted EPS

PERFORMANCE MULTIPLIER We measured the compound annual growth rate in adjusted EPS(1) PSUs granted in fiscal 2017 vested in December 2019. For these PSUs, component over the three-year performance period. At the time of the performance multiplier included the following components: 30% the grant, performance goal ranges were established based on our based upon overall three-year relative TSR; 30% based upon the medium-term performance target ranges, which provide for 0% payout compound annual growth rate in adjusted EPS(1); and the remaining if no growth was achieved, 100% if target performance of 6% growth 40% based on the achievement of specified strategic initiatives. was achieved, and 200% if maximum performance of 12% growth was achieved, with interpolation between these points.

Strategic initiatives Relave TSR 30% We determined the strategic initiatives component by analyzing CWB Compound Growth 30% in Adjusted EPS performance against the medium-term strategic initiatives set at the time of grant, consistent with our strategic direction. We established Specified Strategic 40% a performance rating scale to assess the degree of goal attainment Objecves on each strategic initiative. The PSU performance multiplier for the strategic initiatives component was:

Assessment of Goal Attainment Performance Multiplier Three-year relative TSR Exceptional Performance 150-200% Above Expectations 110-150% We compared the TSR of CWB common shares over the three-year performance period against the TSRs of a basket of performance Meets Expectations 90-110% comparators during the same performance period. We calculated TSR Below Expectations 0-90% using the weighted average trading price of common shares on trading Unsatisfactory 0% days beginning on December 1 and ending on December 15. The peer group for determining relative TSR to calculate the PSU performance At the end of the performance period, the HR Committee evaluated multiplier for the 2017, 2018, and 2019 grants follows: management’s performance on each strategic initiative and determined the appropriate performance multiplier. PSU Peer Group for Determining Relative TSR Comparator Weighting S&P/TSX Capped Financials Index Return 3x Equitable Group Inc. 1x Home Capital Group Inc. 1x IGM Financial Inc. 1x Laurentian Bank of Canada 1x National Bank 1x

Our performance was measured as a percentile of the peers’ performance and the multiplier applied was equal to double the percentile rank of our performance, such that at the 50th percentile, the multiplier is equal to 100% for this metric. However, if CWB share price performance ranked below the 25th percentile amongst our peers, the multiplier would be set at 0% for the TSR component. In addition, in the event that CWB shares deliver a negative TSR over the performance period, the multiplier would be capped at a maximum of 100%.

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

Canadian Western Bank Management Proxy Circular 50 RESULTS

The PSUs granted in fiscal 2017 vested on December 15, 2019, and were paid out with an overall performance multiplier of 134% (rounded). Our performance results for each performance metric of the 2017 PSU grant, the resulting performance multipliers and the weighted performance factors follow:

CWB TSR Percentile CWB Weighted Relative to Peer CWB Performance Performance Group Performance Multiplier Weight Factor Cumulative Three-Year TSR 30th 19% 59% 30% 17.7% Three-Year Compound Growth in Adjusted EPS(1) 11.7% 195% 30% 58.5% Strategic Initiatives 143% 40% 57.4% • Delivered products, services, structures and people management Broaden Client practices needed to achieve our goal to broaden client relationships. 130% 13% 16.9% Relationships • Made strong progress on growth in full-service business relationships, and on geographic diversification with Ontario market growth. • Successfully funded all business growth, expanded and diversified our funding sources, including expansion of securitization and capital market funding channels, with stable net interest margin.

Build Funding Sources • Significant year-over-year improvement in branch-raised deposits. 150% 13% 19.5%

• Positioned CWB for future funding growth and diversification with foundational structures and products now in place, and strong progress on digital and brand initiatives. • Implemented a new core banking platform early in the performance period.

• Transformed risk management practices and positioned CWB for an expected AIRB application in fiscal 2020.

Transform the Business • Drove a focus on inclusion and diversity, built a more resilient and 150% 14% 21.0% capable organization through a proactive focus on organizational change management, and launched a restatement of our core values.

• Improved employee engagement results, earning CWB recognition as a Great Place to WorkTM Canada and as one of the Best WorkplacesTM in Alberta. Overall Performance Multiplier (potential of 0% - 200%) 134%

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

2018 PSU GRANT

The PSUs granted in fiscal 2018 were structured similarly to those granted in fiscal 2017. As discussed on page 40, we removed the impact of the performing loan provision from all periods in the calculation of three-year compound growth in adjusted EPS. When the fiscal 2018 PSU Grants were approved by the HR Committee in December, 2017, CWB had not yet transitioned to IFRS 9; therefore, the impact of this change in accounting approach was not contemplated in the base year financial results or the performance goals. As such, the PSU metric of three-year compound growth in adjusted EPS set in fiscal 2018 did not consider the impact of the performing loan provision. By excluding the performing loan provision, adjusted EPS can be measured symmetrically and consistently across all performance years. Please see “Use of Non-IFRS Financial Measures” on page 40 of this Circular.

51 Canadian Western Bank Management Proxy Circular RESULTS

The PSUs granted in fiscal 2018 vested on December 15, 2020, and were paid out with an overall performance multiplier of 97% (rounded). Our performance results for each performance metric of the 2018 PSU grant, the resulting performance multipliers and the weighted performance factors follow:

CWB TSR Percentile CWB Weighted Relative to Peer CWB Performance Performance Group Performance Multiplier Weight Factor Cumulative Three-Year TSR 11th (11.3)% 0% 30% 0% Three-Year Compound Growth in Adjusted EPS(1) 6.7% 96% 30% 28.7% Strategic Initiatives 170% 40% 67.8% • Made strong progress on growth in full-service business relationships, geographic and sector diversification. Excellent progress in Ontario expansion, including opening our first Ontario full-service branch.

• Accelerated our wealth management strategy. T.E. Wealth and Leon Frazer & Associates acquisition significantly enhances our full- Broaden Client service offering with complex financial planning, and strengthens our 180% 13% 23.4% Relationships presence in Central and Eastern Canada. • Through our proactive response to COVID and the rollout of #CWBhasyourback, we continued to support clients through the pandemic and strengthened client relationships.

• Improved customer loyalty, evidenced by a marked improvement in our net promoter score. • Expanded and diversified our funding sources. Grew franchise deposits and reduced broker deposits to 26% of all deposits from 36% in October 2017.

• Delivered 11% (compound annual growth rate) franchise deposit Build Funding Sources growth, outpacing 8% loan growth. 180% 13% 23.4% • Expanded securitization and capital market funding channels, with performance exceeding goals.

• Continued progress on our multi-year funds transfer pricing program, moving into the pilot phase. • Submitted our AIRB application to OSFI in April 2020; performing a parallel run of our tools and processes during 2021 to evaluate their operation through a period of economic stress.

• Significantly strengthened enterprise risk management and three lines of defence frameworks.

• Built a more resilient and capable organization through a proactive focus on organizational change management, project management practices, and successful leadership transitions. Successfully implemented our human capital management system across all of Transform the Business CWB Financial Group. 150% 14% 21.0%

• Implemented a change plan to move CWB Financial Group towards a more client-focused and adaptive culture. Launched our new branding which strengthens our brand position in the marketplace.

• Improved employee engagement results, earning CWB recognition as Top 50 workplace in Canada and one of Canada’s Most Admired Corporate CulturesTM.

• Launched CWB’s diversity and inclusion strategy, including the formation of several new Employee Represented Groups. Overall Performance Multiplier (potential of 0% - 200%) 97%

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

Canadian Western Bank Management Proxy Circular 52 2019 PSU GRANT

The PSUs granted in fiscal 2019 were structured similarly to those granted in fiscal 2017 and 2018. We generally do not disclose performance metrics for a specific grant before vesting, as we consider these metrics and our strategic initiatives as commercially sensitive information.

2020 PSU GRANT

The PSUs granted in fiscal 2020 were structured similarly to those granted in fiscal 2017, 2018, and 2019. However, a number of changes were made to the relative TSR component of the PSUs (as outlined below) to better align with market practice, to broaden the comparison of performance to additional companies with similar historic share price movements, and to reduce the likelihood that relative performance outcomes could be unduly affected by performance comparisons against a peer group with only a small number of companies. The changes to the TSR component apply to all PSU grants going forward.

2020 PSU Changes Performance Cycle Begins on November 1, 2019 and ends on October 31, 2022, aligning the measurement period with our fiscal year. Calculated using a 30-day volume weighted average price (VWAP) (calendar, not trading), ending on October 31. Performance Peer Group Performance is measured against the constituents of each of the S&P/TSX Capped Financials Index and the S&P Canada Small Cap Index. Companies in the S&P Canada Small Cap Index operate in similar markets and have similar market capitalization and share price volatility characteristics as CWB, while companies in the S&P/TSX Capped Financials index include CWB’s closest business peers and other capital market peers in the financial services sector. These indexes replace the former PSU peer group shown on page 50. Benchmark TSR Calculation TSR calculated independently for each index weighted as follows: - 60% S&P/TSX Capped Financials Index - 40% S&P Canada Small Cap Index Performance Multiplier Performance multiplier will be calculated according to the following schedule, with linear interpolation determined between the percentile ranks shown below:

CWB’s TSR Ranking Performance Multiplier Below 25th Percentile 0% 25th Percentile 50% Median 100% 80th Percentile and above 200%

2021 PSU Design

Following Meridian’s review of our LTIP outlined on page 41, the HR Committee approved changes to the PSUs to be granted in fiscal 2021. These changes move our PSU Plan more in line with those of the Largest Canadian Banks, and other companies in our executive compensation peer group, supporting the attraction and retention of key executives. The changes to the PSU Plan are culturally aligned with CWB’s prudent risk culture, with less downside risk and upside opportunity than previous PSU grants, while still driving differentiated pay for performance outcomes.

2021 PSU Design Changes Performance Range The PSU will have a performance payout range of 50-150%. The HR Committee may reduce payouts to 0% if it determines that CWB’s performance, viewed holistically, warrants such an action. Three-year Compound Growth in Reduced the number of different performance measures to simplify the plan. Strategic initiatives remain Adjusted EPS Eliminated a 40% weighting. Relative TSR Weighting Increased from The increased weighting on relative TSR further aligns executive pay with the shareholder experience. 30% to 60% TSR Performance Multiplier Narrowed Performance multiplier will be calculated according to the following schedule, with linear interpolation determined between the percentile ranks shown below.

CWB’s TSR Ranking Performance Multiplier 25th Percentile and below 50% 50th Percentile 100% 80th Percentile and above 150%

However, if CWB delivers negative TSR during the performance period but is ranked above the 50th percentile, the performance multiplier will be reduced to 100%.

53 Canadian Western Bank Management Proxy Circular The three-year strategic initiatives measure will be maintained, with a weighting of 40%. A continued focus on CWB’s long-range strategic direction is appropriate. The meaningful focus on strategic initiatives in our previous PSU designs has been both motivating and retentive for management, focusing on our most important long-range strategic initiatives.

4. BENEFITS AND PERQUISITES

Group RRSP • Under the Group RRSP, we contribute an amount equal to 3% of base salary and match the employee’s contribution up to NEOs and all an additional 4.5%. employees are eligible • If the maximum CWB contribution for an executive exceeds the RRSP contribution limit permitted by the Income Tax Act for the year, the executive may elect to allocate the excess to the Supplemental Retirement Plan. Supplemental Retirement Plan • If the executive does not make such an election, then the individual’s contribution to the Group RRSP is reduced accordingly. NEOs, EVPs and SVPs • Our contributions under both plans vest immediately. are eligible • In the case of Mr. Fowler and Mr. Murphy, their employment agreements provide that the total CWB contribution to both plans will be 15% and 10%, respectively, of base salary.

• The Supplemental Retirement Plan (discussed under the heading “Retirement Arrangements” on page 70 is available to CWB senior management at the SVP level and above.

ESPP • Under the ESPP, we contribute an amount equal to 50% of the employee’s contribution up to a maximum of 5% of salary. NEOs and all employees are eligible

Group Benefits • The NEOs participate in various employee benefit plans, including health, dental, and life and disability insurance, on the NEOs and all same basis as other employees. employees are eligible

Perquisites • Perquisites include paid parking, club memberships, a home security system, retirement planning services, and a medical NEOs and EVPs are exam once every two years. eligible

Canadian Western Bank Management Proxy Circular 54 STOCK PERFORMANCE GRAPH The following graph shows the cumulative return of $100 invested in common shares of CWB as at October 31, 2015 until October 31, 2020 compared to the cumulative return of $100 invested in the S&P/TSX Composite Index and in the S&P/TSX Financials Index over the same period. The graph also demonstrates the trend in total annual compensation earned by the five most highly compensated NEOs(1) over the same five-year period. A perfect correlation between TSR and the aggregate compensation earned by the NEOs is not possible given that base salary and the STIP are independent of CWB’s share price.

FIVE‐YEAR TOTAL SHAREHOLDER RETURN ON $100 INVESTMENT (ASSUMING REINVESTMENT OF DIVIDENDS) 200 30.0

25.0

150

20.0 )

100 15.0 ($ millions

10.0

50

5.0

0 0 2015 2016 2017 2018 2019 2020

30-Oct-2015 31-Oct-2016 31-Oct-2017 31-Oct-2018 31-Oct-2019 30-Oct-2020 Aggregate NEO Compensaon (right axis) $6.7 $6.0 $6.7 $6.7 $6.5 $6.7 CWB (le axis) $100 $105 $155 $134 $152 $117 S&P/TSX Financials Index (Total Return) (le axis) $100 $112 $136 $132 $151 $130 S&P/TSX Composite Index (Total Return) (le axis) $100 $113 $126 $121 $137 $134

(1) CWB had seven NEOs in 2016 rather than five NEOs as in most years. This is a result of two NEOs retiring during 2016. For continuity, only the five most highly compensated NEOs in a given year are included in the aggregate NEO compensation total above.

COST OF MANAGEMENT Cost of management is a measure used by some shareholders to compare financial performance to the compensation awarded to senior officers. While the HR Committee does not specifically consider this measure in executive compensation decisions, the following data isprovidedfor shareholder information. This table compares the aggregate compensation awarded to the five most highly compensated NEOs with adjusted common shareholders’ net income (as reported in our annual MD&A)(2).

Cost of Management Adjusted Common as a percentage of Aggregate NEO Compensation Shareholders’ Net Income Adjusted Common Shareholders’ Fiscal Year ($ Millions) ($ Millions) Net Income (%) 2020 6.7 255 2.6 2019 6.5 276 2.4 2018 6.7 269 2.5

(2) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

55 Canadian Western Bank Management Proxy Circular Christopher H. Fowler, President and CEO Mr. Fowler has served as our President and CEO since March 2013. He is responsible for CWB Financial Group’s overall leadership and direction, as well as for defining, communicating, and implementing our strategic direction. He is accountable to the Board for the development and successful execution of our strategy, the oversight of capital and risk management, and our overall financial performance.

Mr. Fowler joined CWB in 1991, and has spent over 33 years in the banking industry. Mr. Fowler received a Bachelor of Arts (Economics) and a Master of Arts (Economics) from the University of British Columbia.

CEO EMPLOYMENT AGREEMENT Mr. Fowler’s compensation is determined in accordance with his employment agreement, the key terms of which are set out below:

Compensation Element Key Terms Base Salary • $800,000 for the 2020 calendar year.

Short-Term Incentive • Annual cash incentive based on financial and operational performance and on strategic initiatives and leadership goals with measurements and weightings set annually. • Target incentive equal to 100% of base salary (level of incentive where performance meets expectations). • No minimum incentive; maximum incentive equal to 150% of base salary.

Long-Term Incentive • HR Committee determines the amount of the LTIP award each fiscal year after considering metrics related to financial and operational results, macroeconomic conditions, and the retentive value of the LTIP. • Target award is equal to 145% of base salary. No minimum award. • For fiscal 2020, LTIP awards were comprised of PSUs (50%), RSUs (25%) and options (25%). Beginning in fiscal 2021, LTIP awards will be comprised of PSUs (75%), and options (25%). All PSUs, RSUs and options vestin accordance with CWB’s PSU Plan, RSU Plan, and SIP, respectively.

Retirement Plan • CWB makes a notional contribution to Mr. Fowler’s account under the Supplemental Retirement Plan equal to 15% of base salary less any CWB contributions made on Mr. Fowler’s behalf to the Group RRSP. Details of the Supplemental Retirement Plan can be found on page 70.

Termination of Employment • A lump sum settlement amount equal to two times the average of Mr. Fowler’s two most recent yearsof Without Cause compensation immediately prior to termination, where compensation is defined as base salary and short-term incentive.

Change of Control • Payment equal to that described immediately above under “Termination of Employment Without Cause” should there be a change of control and Mr. Fowler’s position is substantially changed or eliminated and Mr. Fowler leaves the employ of CWB within 18 months of such event.

Non-Compete • Mr. Fowler is precluded from being involved with a competitor of CWB Financial Group in any of British Columbia, Alberta, Ontario, Saskatchewan or Manitoba for 18 months from the date that he ceases to be employed by CWB.

Equity Requirement • Mr. Fowler is required to hold minimum shareholdings, as set out in CWB’s executive share ownership guidelines, for a period of six months after his departure, and to hold one-half of his minimum shareholdings for a further six months, should he (a) retire, or (b) unilaterally resign for a reason other than a change of control where his position is eliminated or substantially changed or as required under CWB’s Majority Voting Policy.

Canadian Western Bank Management Proxy Circular 56 2020 CEO PERFORMANCE

CWB Strategic Objective Initiative/Performance

Best for Clients • Accelerated our wealth management strategy through the transformative acquisition and integration of T.E. Wealth and Leon Frazer & Associates, which increased CWB’s total wealth assets under management, administration and advisement to approximately $8 billion, and significantly enhanced our full-service offering with complex financial planning with office locations across Canada. • Improved client satisfaction scores for both commercial and personal banking clients. • Delivered on multiple infrastructure and business transformation initiatives to drive efficiencies andfurther enhance our differentiated full-service client experience, launching of our digital banking platform toallow clients to access banking products and services through single sign-on access to digital channels, and digital onboarding for small business clients. Opened our first Ontario full-service branch in Mississauga. • Facilitated several government relief programs to support our clients when they needed it most. • Launched the #CWBhasyourback campaign and brought our proactive brand to life as we reached out to clients to offer support, stay connected and strengthen relationships. Best for People • Excellent employee engagement: CWB was publicly recognized by Great Place to WorkTM Canada as one of the 2020 50 Best Large Workplaces in Canada, one of the 2020 Best Employers in Alberta, and one of the Best Workplaces in Financial Services and Insurance. • CWB was recognized as one of Canada’s Most Admired Corporate CulturesTM by Waterstone Human Capital for 2020. • When the pandemic hit, we delivered the necessary hardware and technology to our teams, implemented a home office equipment program, and additional mental health support for employees. • Initiated virtual engagement activities in response to the COVID-19 pandemic, including town halls, CWB Live at Home events, virtual team and individual recognition events and programs, and our extremely well-received CWB “Day of Thanks”. • Made progress against the United Nations Women’s Empowerment Principles, signed the BlackNorth CEO Pledge, and created five new employee represented groups: CWB Health 360 (Mental Health), CWB NOBLE (Network of Black Employees), VIDA (Visible and Invisible Disabilities Advocates), Indigenous Peoples and Allies, and New Canadians and Allies, in addition to existing CWB Women and CWB Pride groups.

Best for Investors • Grew pre-tax, pre-provision income(1) by 6%, and total revenue by 4% to a record $897 million. • Delivered 9.5% adjusted return on common shareholders’ equity(1), down 180 bp from the prior year. • Delivered diluted and adjusted EPS(1) of $2.86 and $2.93, down 6% and 7%, respectively, from the prior year against a challenging operating environment. Delivered a 4% increase to CWB’s annual common share dividend. • Delivered 6% loan growth, including 13% growth in strategically targeted general commercial loans, and very strong 12% growth in Ontario. • Delivered very strong branch-raised deposit growth of 20%, including 34% growth of demand and notice deposits, contributing to a 13% reduction in the outstanding balance of broker deposits. • Managed credit quality, with the provision for credit losses on total loans representing 32 bp of average loans, compared to 21 bp last year, primarily due to the economic impact of the COVID-19 pandemic on the estimated performing loan allowance for expected credit losses. The provision for credit losses on impaired loans represented 18 bp of average loans compared to 21 bp last year. • Submitted CWB’s formal AIRB application to OSFI. Began the parallel run of AIRB tools and processesto demonstrate and evaluate their operation through the current period of economic volatility. • Strengthened CWB’s strong capital base by successfully closing two regulatory capital issuances.

(1) Non-IFRS measure. Adjusted measures and other non-IFRS measures are described on page 40 of this Circular, and page 20 of the 2020 CWB Financial Group Annual Report.

57 Canadian Western Bank Management Proxy Circular 2020 CEO COMPENSATION

Base Salary Mr. Fowler's base salary was set by the Board at $800,000 for the 2020 calendar year, resulting in salary of $796,183 for the 2020 fiscal year.

Short-Term Incentive For fiscal 2020, the Board awarded Mr. Fowler an annual short-term incentive award equal to 76% of base salary, consisting of 35% of the 70% available at target for corporate financial and operational performance (equal to the calculated results for the financial and operational performance component), and 41% of the 30% available at target for exceeding the targets for strategic initiatives and leadership objectives.

Long-Term Incentive LTIP awards are awarded in December of each year, being the first quarter of the fiscal year. In December 2019, the HR Committee granted Mr. Fowler an LTIP award for fiscal 2020 equal to 145% of his calendar 2020 base salary, with 50% of Mr. Fowler’s LTIP award in the form of PSUs, 25% in the form of RSUs, and 25% in the form of options.

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2020 Actual Compensaon Mix

$2,610,548 Base salary 31% $2,510,464 $2,563,383 Short-Term incenve 24%

985,531 Long-Term incenve 45% 1,010,231 1,160,000 • Opons 11% • RSUs 11% • PSUs 23%

870,000 726,300 607,200 69% Variable Compensaon 755,017 773,933 796,183

2018 2019 2020

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

CEO Compensation Compared to Realized and Realizable Pay Over Time The compensation awarded to Mr. Fowler over the past five years, the realized or realizable value as at December 31, 2020, and the value received by shareholders during that time follow:

Value at December 31, 2020 ($ millions) Value of $100 Total Direct Compensation A B A+B=C To (TDC) Realized Realizable Current To CEO(4) Shareholders(5) Year Awarded(1) Pay(2) Pay(3) Value Period ($) ($) 2016 2.2 2.3 0.3 2.6 10/31/2015 to 12/31/2020 118 137 2017 2.6 2.3 0.0 2.3 10/31/2016 to 12/31/2020 88 130 2018 2.6 2.2 0.1 2.3 10/31/2017 to 12/31/2020 88 88 2019 2.5 1.7 0.8 2.5 10/31/2018 to 12/31/2020 100 102 2020 2.6 1.5 0.9 2.4 10/31/2019 to 12/31/2020 92 90 Average 97 109

(1) Reflects total direct compensation (salary, actual STIP award payout, and grant-date value of LTIP awards) awarded in each fiscal year; these values are also found in the “Summary Compensation Table” on page 64. (2) Realized pay is the sum of the salary and STIP award payout for the fiscal year, plus the final vesting payout or exercised value over the period of the share units and options that were granted during the fiscal year (including any dividend equivalents). (3) Realizable pay is the sum of the current value of unvested units granted during the fiscal year and the in-the-money value of unexercised stock options that were awarded during each fiscal year. (4) Represents the actual realized/realizable value to the CEO for each $100 awarded in TDC for the fiscal year indicated, as at December 31, 2020 for each period. (5) Represents the value on December 31, 2020 of a $100 investment in CWB common shares made on the first day of the period indicated, assuming reinvestment of dividends.

Canadian Western Bank Management Proxy Circular 58 Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 2,976,922 (#) 147,147 Total Value of RSUs(2) ($) 498,967 In-the-Money Value ($) - (3) Total Value of PSUs ($) 1,336,181 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 4,812,070 (#) 117,656 Minimum Value Under Guidelines ($) 3,980,915 In-the-Money Value ($) 54,181 Total ($) 54,181 Required Multiple of Base Salary 5 (1) Stock option data is disclosed as at October 31, 2020. Actual Multiple 6.04

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2020. As such, the information noted above may not align with the information that is provided for Mr. Fowler in the "Your Director Nominees" section on page 8, which is provided as of February 1, 2021. (2) RSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) PSUs are valued using a 100% performance multiplier applied to $24.50, the closing price of CWB common shares on the TSX on October 30, 2020, for the purposes of determining compliance with minimum share ownership requirements.

OTHER NAMED EXECUTIVE OFFICERS 2020 COMPENSATION

Base Salary The HR Committee reviewed the base salaries of senior executives in 2020 to ensure that salary levels are competitive with CWB's peers and the market in which CWB operates. We have generally not made any salary increases for senior executives for fiscal 2021.

Short-Term Incentive Highlights of each NEO’s performance regarding individual strategic initiatives and leadership goals are provided in the following pages. After considering our 2020 financial and operational performance and individual executive performance relative to the NEOs’ respective targets and the other factors mentioned above, the HR Committee awarded the following 2020 short-term incentive awards:

Target Award Actual Award Name (% of Base Salary) (% of Base Salary) Carolyn J. Graham EVP and CFO 75% 57% Stephen H.E. Murphy EVP, Banking 80% 61% H. Bogac (Bogie) Ozdemir EVP and CRO 65% 47% Kelly S. Blackett EVP, HR and CC 65% 49%

Long-Term Incentive In December 2019, the HR Committee determined the 2020 LTIP awards for NEOs, making all grants for fiscal 2020 at target levels for all NEOs.

59 Canadian Western Bank Management Proxy Circular Carolyn J. Graham, EVP and CFO Ms. Graham served as CWB’s CFO from October 2014 until December 2020 when she was appointed CRO. As CFO, she was responsible for financial and capital management for CWB Financial Group. In addition, she oversaw Treasury, Strategy, Corporate Development, Investor Relations, Regulatory Compliance, and Legal Services, and was the chair of CWB’s Asset Liability Committee.

Ms. Graham has been with CWB Financial Group in varying roles since 2000. Ms. Graham received a Bachelor of Commerce (with distinction) from the University of Alberta. She also holds a FCPA, FCA designation from the Chartered Professional Accountants of Alberta, and an ICD.D designation from the ICD.

2020 PERFORMANCE HIGHLIGHTS

• Provided effective capital management, including the issuance of • Launched the #CWBhasyourback campaign as we proactively subordinated debentures and our inaugural issuance of LRCNs. reached out to clients to offer support, stay connected and • Played a key role in our formal application to OSFI to adopt the AIRB strengthen relationships. Supported our people during the COVID-19 approach for capital and risk management, and other advanced pandemic: rolling out the necessary hardware, technology, and risk and capital management activities, including various scenario cyber security protections to our teams, as well as home office analyses. equipment and additional mental health support. COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2020 Actual Compensaon Mix

$980,683 $954,367 $951,850 Base salary 39%

Short-Term incenve 22% 345,400 354,000 371,700 Long-Term incenve 39% • Opons 10% • RSUs 10% 291,300 247,800 211,400 • PSUs 19%

343,983 352,567 368,750 61% Variable Compensaon

2018 2019 2020

(1) Compensationdata is disclosed as at October 31 of each year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

Share Ownership(1) Other Equity Holdings – Stock Options(1) Total Value of Common Shares ($) 1,007,685 Unexercisable (#) 49,830 Total Value of RSUs(2) ($) 166,331 In-the-Money Value ($) - (3) Total Value of PSUs ($) 454,230 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 1,628,246 (#) 39,101 Minimum Value Under Guidelines ($) 737,500 In-the-Money Value ($) 20,115 20,115 Required Multiple of Base Salary 2 Total ($) (1) Stock option data is disclosed as at October 31, 2020. Actual Multiple 4.42

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2020. (2) RSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) PSUs are valued using a 100% performance multiplier applied to $24.50, the closing price of CWB common shares on the TSX on October 30, 2020, for the purposes of determining compliance with minimum share ownership requirements.

Canadian Western Bank Management Proxy Circular 60 Stephen H.E. Murphy, EVP, Banking Mr. Murphy joined CWB and was appointed EVP, Banking in March 2016, and has over 25 years of banking experience. Mr. Murphy’s responsibilities include all branch banking operations (personal and commercial), wealth management, real estate, equipment finance, and specialized finance.

Prior to joining CWB, Mr. Murphy was a senior officer of one of the Largest Canadian Banks, where he was responsible for British Columbia mid-market commercial banking. Mr. Murphy received a Bachelor of Administrative and Commercial Studies from the University of Western Ontario and a Master of Business Administration from the Richard Ivey School of Business. 2020 PERFORMANCE HIGHLIGHTS • Launched the #CWBhasyourback campaign as we proactively • Accelerated the execution of our wealth strategy through the reached out to clients to offer support, stay connected and transformative acquisition and integration of T.E. Wealth and Leon strengthen relationships. Under that program, we provided loan Frazer & Associates, increasing CWB’s total wealth assets under payment deferrals to over 25% of CWB’s loan portfolio and have management, administration and advisement to approximately worked with clients to have nearly all return to regular payments. $8 billion, significantly enhancing our full-service offering with • Continued significant progress in building branch-raised deposits by complex financial planning. adding and deepening full-service client relationships. • Mobilized our digital strategy and delivered a digital client • Supported our people, in particular our front line client facing teams, onboarding solution to allow prospective clients to apply for and during the COVID-19 pandemic: rolling out protective equipment, fund personal bank accounts online, with back-end integration to procedures, technology, tools and additional mental health support. automatically create the new account in our banking system. COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2020 Actual Compensaon Mix $1,163,501 $1,101,200 $1,098,050 Base salary 38%

Short-Term incenve 23% 448,900 385,000 408,100 Long-Term incenve 39% • Opons 10% • RSUs 10% • PSUs 19% 331,200 285,700 272,500 62% Variable Compensaon 385,000 404,250 442,101

2018 2019 2020 (1) Compensationdata is disclosed as at October 31 of each year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award. Share Ownership(1) Other Equity Holdings – Stock Options(1) Total Value of Common Shares ($) 541,156 Unexercisable (#) 57,954 Total Value of RSUs(2) ($) 195,927 In-the-Money Value ($) - (3) Total Value of PSUs ($) 527,069 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 1,264,152 (#) 71,278 Minimum Value Under Guidelines ($) 442,101 In-the-Money Value ($) 45,161

Required Multiple of Base Salary(4) 1 Total ($) 45,161 (1) Stock option data is disclosed as at October 31, 2020. Actual Multiple 2.86

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2020. (2) RSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) PSUs are valued using a 100% performance multiplier applied to $24.50, the closing price of CWB common shares on the TSX on October 30, 2020, for the purposes of determining compliance with minimum share ownership requirements. (4) Mr. Murphy’s employment agreement provides for an ownership requirement on October 31, 2020 equal to his annual salary with an incremental yearly increase in his ownership requirement until March 10, 2021 when his ownership requirement will be equal to two times annual salary.

61 Canadian Western Bank Management Proxy Circular H. Bogac (Bogie) Ozdemir, Former EVP and CRO Mr. Ozdemir joined CWB in December 2014 and served as CRO until December 2020. Mr. Ozdemir was responsible for establishing an advanced risk function, including AIRB, and providing independent review and oversight of enterprise- wide risk management, which includes credit risk, market risk, and operational risk.

Prior to joining CWB, he held risk management positions at various Canadian financial institutions. Mr. Ozdemir received a Master of Business Administration from the University of Toronto and a Master of Science in Mechanical Engineering from Istanbul Technical University. He holds an ICD.D designation from the ICD, and a FRM designation from the Global Association of Risk Professionals.

2020 PERFORMANCE HIGHLIGHTS • Delivered CWB’s formal application to OSFI to adopt the AIRB pandemic: rolling out the necessary hardware, technology, and approach for capital and risk management. Developed advanced cyber security protections to our teams, as well as home office risk management capabilities including Stress Testing and Economic equipment and additional mental health support. Capital, and rolled out AIRB tools and processes to manage risk • Continued to mature the risk function with ongoing implementation across the business, including an AIRB-based ICAAP. of Three Lines of Defence across CWB Financial Group, increased • Launched the #CWBhasyourback campaign as we proactively analytical capabilities for advanced portfolio and capital reached out to clients to offer support, stay connected and management. strengthen relationships. Supported our people during the COVID-19

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2020 Actual Compensaon Mix

$809,767 $798,230 $791,432 Base salary 43%

Short-Term incenve 20% 260,400 266,880 290,615 Long-Term incenve 37% • Opons 9% • RSUs 13% 225,200 199,100 160,300 • PSUs 15%

% 324,167 332,250 340,517 57 Variable Compensaon

2018 2019 2020

(1) Compensationdata is disclosed as at October 31 of each year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award. Share Ownership(1) Other Equity Holdings – Stock Options(1) Total Value of Common Shares ($) 372,204 Unexercisable (#) 38,086 Total Value of RSUs(2) ($) 179,120 In-the-Money Value ($) - (3) Total Value of PSUs ($) 277,316 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 828,640 (#) 37,307 Minimum Value Under Guidelines ($) 681,034 In-the-Money Value ($) 19,325 Total ($) 19,325 Required Multiple of Base Salary 2 (1) Stock option data is disclosed as at October 31, 2020. Actual Multiple 2.43

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2020. (2) RSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) PSUs are valued using a 100% performance multiplier applied to $24.50, the closing price of CWB common shares on the TSX on October 30, 2020, for the purposes of determining compliance with minimum share ownership requirements.

Canadian Western Bank Management Proxy Circular 62 Kelly S. Blackett, EVP, HR and CC Ms. Blackett was appointed an EVP of CWB in October 2014. She is responsible for human resources and internal communications, with a focus on building CWB’s reputation as an employer and financial services firm of choice. In 2020, Ms. Blackett won an inaugural Report on Business Best Executive Award in the Human Resources category, and was named one of WXN Canada's Most Powerful Women: Top 100.

Ms. Blackett has been with CWB Financial Group since 2013. Prior to joining CWB, she spent 17 years with a large multinational corporation in a variety of senior HR roles. Ms. Blackett received a Bachelor of Commerce(with distinction) from the University of Alberta.

2020 PERFORMANCE HIGHLIGHTS • Helped to drive a strong improvement in our 2020 engagement results, • Initiated virtual engagement activities in response to the COVID-19 with CWB recognized as a Great Place to WorkTM Canada, one of the 2020 pandemic, including town halls, CWB Live at Home events, virtual 50 Best Large Workplaces in Canada, one of the 2020 Best Employers team and individual recognition events and programs, and our in Alberta, and one of the Best Workplaces in Financial Services and extremely well-received CWB “Day of Thanks”. Enabled five new Insurance. CWB was also recognized as one of Canada’s Most Admired employee represented groups: CWB Health 360 (Mental Health), Corporate Cultures™ by Waterstone Human Capital for 2020. CWB NOBLE (Network of Black Employees), VIDA (Visible and • Supported our people during the COVID-19 pandemic: rolling out Invisible Disabilities Advocates), Indigenous Peoples and Allies, and the necessary hardware, technology, and cyber security protections New Canadians and Allies in addition to the existing CWB Women to our teams, as well as home office equipment and additional and CWB Pride groups. mental health support.

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2020 Actual Compensaon Mix

$804,784 $790,187 $788,568 Base salary 43%

Short-Term incenve 21% 256,720 263,120 286,535 Long-Term incenve 36% • Opons 9% • RSUs 13% • PSUs 14% 234,500 199,500 166,300

57% 313,564 327,567 335,733 Variable Compensaon

2018 2019 2020 (1) Compensationdata is disclosed as at October 31 of each year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award. Share Ownership(1) Other Equity Holdings – Stock Options(1) Total Value of Common Shares ($) 354,589 Unexercisable (#) 37,548 Total Value of RSUs(2) ($) 176,621 In-the-Money Value ($) - (3) Total Value of PSUs ($) 273,396 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 804,606 (#) 31,776 Minimum Value Under Guidelines ($) 671,466 In-the-Money Value ($) 15,024 15,024 Required Multiple of Base Salary 2 Total ($) (1) Stock option data is disclosed as at October 31, 2020. Actual Multiple 2.40

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2020. (2) RSUs are valued based on $24.50, the closing price of CWB common shares on the TSX on October 30, 2020. (3) PSUs are valued using a 100% performance multiplier applied to $24.50, the closing price of CWB common shares on the TSX on October 30, 2020, for the purposes of determining compliance with minimum share ownership requirements.

63 Canadian Western Bank Management Proxy Circular NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY COMPENSATION TABLE The aggregate compensation paid or payable by CWB to the President and CEO, the EVP and CFO, and the next three most highly compensated executive officers of CWB in fiscal 2020 follows:

Non-Equity Incentive Plan Compensation

Share-Based Option-Based Annual Incentive Pension All Other Total Name and Principal Position Year Salary ($) Awards(1) ($) Awards(2) ($) Plans ($) Value ($) Compensation(3) ($) Compensation ($) Christopher H. Fowler 2020 796,183 870,000 290,000 607,200 - 180,101 2,743,484 President and CEO 2019 773,933 757,673 252,558 726,300 - 176,457 2,686,921

2018 755,017 739,148 246,383 870,000 - 169,510 2,780,058 Carolyn J. Graham 2020 368,750 278,775 92,925 211,400 - 49,661 1,001,511 EVP and CFO 2019 352,567 265,500 88,500 247,800 - 46,957 1,001,324

2018 343,983 259,050 86,350 291,300 - 45,031 1,025,714 Stephen H.E. Murphy 2020 442,101 336,675 112,225 272,500 - 82,163 1,245,664 EVP, Banking 2019 404,250 306,075 102,025 285,700 - 78,141 1,176,191

2018 385,000 288,750 96,250 331,200 - 73,587 1,174,787 H. Bogac (Bogie) Ozdemir 2020 340,517 217,961 72,654 160,300 - 38,209 829,641 EVP and CRO 2019 332,250 200,160 66,720 199,100 - 37,300 835,530

2018 324,167 195,300 65,100 225,200 - 35,868 845,635 Kelly S. Blackett 2020 335,733 214,901 71,634 166,300 - 44,480 833,048 EVP, HR and CC 2019 327,567 197,340 65,780 199,500 - 43,453 833,640

2018 313,564 192,540 64,180 234,500 - 41,876 846,660

(1) Share-based awards are comprised of RSUs and PSUs. The grant price of each RSU and PSU is the weighted average price of a CWB common share on the date on which the RSU or PSU was granted and the four trading days preceding the grant date. Details on the RSUs and PSUs granted to the NEOs during the last three fiscal years follow: Fiscal Year Grant Date RSUs Granted RSU Value at Grant

2018 15-Jun-2018 16,686 $36.556 2019 06-Jun-2019 21,959 $28.625 2020 08-Jun-2020 27,272 $25.561

Fiscal Year Grant Date PSUs Granted PSU Value at Grant 2018 15-Dec-2017 28,195 $37.767 2019 14-Dec-2018 41,693 $26.340 2020 13-Dec-2019 38,248 $31.927

(2) A binomial option pricing method is used to estimate the value of options at the grant date. Details on the options granted to the NEOs during the last three fiscal years as well as the inputs used to value the options granted follow:

Fiscal Year 2020 Fiscal Year 2019 Fiscal Year 2018 Grant date 13-Dec-2019 15-Mar-2019 16-Mar-2018

Options granted 127,632 116,728 86,205 Option value $5.010 $4.931 $6.476 Valuation inputs Exercise price $31.927 $29.433 $35.154 Expected life (years) 5 5 5 Stock price volatility 27.76% 29.14% 28.06% Dividend yield 3.67% 3.74% 2.92% Risk-free interest rate 1.593% 1.601% 1.981%

The risk-free interest rate is based on the Government of Canada Yield Curve over the expected life of the options as at the option grant date. (3) “All Other Compensation” includes CWB's contribution to the ESPP and Group RRSP, the value of notional contributions to the Supplemental Retirement Plan, and certain other immaterial amounts. It does not include perquisites or other personal benefits provided to the NEO that are generally available to all employees, or that do not exceed the lesser of $50,000 or 10% of the total salary for any of the NEOs.

Canadian Western Bank Management Proxy Circular 64 2020 SUMMARY OF AMOUNTS ACTUALLY RECEIVED BY NEOS The gross (pre-tax) amounts actually received by NEOs during the applicable fiscal year are summarized below. The actual amounts realized upon the exercise of options and the settlement of any share-based awards by each of the NEOs follows:

Name and Share-Based Option-Based All Other Total Principal Position Year Salary ($) Awards(1) ($) Awards(2) ($) STIP Award(3) ($) Compensation(4) ($) Compensation ($) Christopher H. Fowler 2020 796,183 972,161 - 726,300 180,101 2,674,745 President and CEO 2019 773,933 877,511 356,008 870,000 176,457 3,053,909 2018 755,017 663,309 483,598 900,000 169,510 2,971,434 Carolyn J. Graham 2020 368,750 250,632 - 247,800 49,661 916,843 EVP and CFO 2019 352,567 293,776 102,035 291,300 46,957 1,086,635 2018 343,983 257,316 - 265,000 45,031 911,330 Stephen H.E. Murphy 2020 442,101 288,188 - 285,700 82,163 1,098,152 EVP, Banking 2019 404,250 204,222 - 331,200 78,141 1,017,813 2018 385,000 212,596 - 351,000 73,587 1,022,183 H. Bogac (Bogie) Ozdemir 2020 340,517 241,698 - 199,100 38,209 819,524 EVP and CRO 2019 332,250 283,830 318,689 225,200 37,300 1,197,269 2018 324,167 336,599 - 249,000 35,868 945,634 Kelly S. Blackett 2020 335,733 238,261 - 199,500 44,480 817,974 EVP, HR and CC 2019 327,567 279,756 142,987 234,500 43,453 1,028,263 2018 313,564 243,579 143,198 247,000 41,876 989,217

(1) Share-based awards includes actual PSU and RSU payout amounts received. (2) For option-based awards, the value is determined based on the number of options exercised multiplied by the difference between the exercise price and the closing price of CWB common shares on the TSX on the date the exercise request was received. (3) Reflects the STIP received during the fiscal year, but awarded in respect of performance in the prior fiscal year. (4) “All Other Compensation” includes CWB's contribution to the ESPP, contribution to the Group RRSP, the value of notional contributions to the Supplemental Retirement Plan, and certain other immaterial amounts. It does not include perquisites or other personal benefits provided to the NEO that are generally available to all employees, or that do not exceed the lesser of $50,000 or 10% of the total salary for any of the NEOs.

65 Canadian Western Bank Management Proxy Circular INCENTIVE PLAN AWARDS All option-based and share-based awards held by NEOs that were outstanding as of October 31, 2020 follow:

Option-Based Awards Share-Based Awards(1) Market or Number of Payout Number of Value of Shares or Value of Securities Unexercised Units of Share-Based Underlying Option Option In-The- Shares that Awards that Unexercised Exercise Expiration Money have not have not Name Grant Date Options (#) Price ($) Date Options(2) ($) Vested (#) Vested(3) ($) Christopher H. Fowler 11-Mar-2016 67,306 23.695 10-Mar-2023 54,181 - - President and CEO 10-Mar-2017 50,350 30.853 09-Mar-2024 - - - 15-Dec-2017 - - - - 14,609 357,911 16-Mar-2018 38,045 35.154 15-Mar-2025 - - - 15-Jun-2018 - - - - 2,482 60,801 14-Dec-2018 - - - - 20,875 511,426 15-Mar-2019 51,218 29.433 14-Mar-2026 - - - 06-Jun-2019 - - - - 6,279 153,831

13-Dec-2019 57,884 31.927 12-Dec-2026 - - -

13-Dec-2019 - - - - 19,054 466,811 08-Jun-2020 - - - - 11,605 284,324 Totals 264,803 54,181 74,904 1,835,104 Carolyn J. Graham 11-Mar-2016 24,987 23.695 10-Mar-2023 20,115 - - EVP and CFO 10-Mar-2017 14,114 30.853 09-Mar-2024 - - - 15-Dec-2017 - - - - 5,120 125,439 16-Mar-2018 13,334 35.154 15-Mar-2025 - - - 15-Jun-2018 - - - - 870 21,322 14-Dec-2018 - - - - 7,315 179,214 15-Mar-2019 17,948 29.433 14-Mar-2026 - - - 06-Jun-2019 - - - - 2,201 53,927 13-Dec-2019 18,548 31.927 12-Dec-2026 - - - 13-Dec-2019 - - - - 6,105 149,582 08-Jun-2020 - - - - 3,718 91,099 Totals 88,931 20,115 25,329 620,583 Stephen H.E. Murphy 11-Mar-2016 56,100 23.695 10-Mar-2023 45,161 - - EVP, Banking 10-Mar-2017 15,178 30.853 09-Mar-2024 - - - 15-Dec-2017 - - - - 5,707 139,812 16-Mar-2018 14,863 35.154 15-Mar-2025 - - - 15-Jun-2018 - - - - 970 23,758 14-Dec-2018 - - - - 8,433 206,603 15-Mar-2019 20,691 29.433 14-Mar-2026 - - - 06-Jun-2019 - - - - 2,536 62,139 13-Dec-2019 22,400 31.927 12-Dec-2026 - - - 13-Dec-2019 - - - - 7,373 180,650 08-Jun-2020 - - - - 4,491 110,020 Totals 129,232 45,161 29,510 722,982

Canadian Western Bank Management Proxy Circular 66 Option-Based Awards Share-Based Awards(1) Market or Number of Payout Number of Value of Shares or Value of Securities Unexercised Units of Share-Based Underlying Option Option In-The- Shares that Awards that Unexercised Exercise Expiration Money have not have not Name Grant Date Options (#) Price ($) Date Options(2) ($) Vested (#) Vested(3) ($) H. Bogac (Bogie) Ozdemir 11-Mar-2016 24,006 23.695 10-Mar-2023 19,325 - - EVP and CRO 10-Mar-2017 13,301 30.853 09-Mar-2024 - - - 15-Dec-2017 - - - - 3,088 75,653 16-Mar-2018 10,053 35.154 15-Mar-2025 - - - 15-Jun-2018 - - - - 918 22,486 14-Dec-2018 - - - - 4,412 108,088 15-Mar-2019 13,531 29.433 14-Mar-2026 - - - 06-Jun-2019 - - - - 2,323 56,909 13-Dec-2019 14,502 31.927 12-Dec-2026 - - - 13-Dec-2019 - - - - 3,819 93,563 08-Jun-2020 - - - - 4,070 99,720 Totals 75,393 19,325 18,630 456,419 Kelly S. Blackett 11-Mar-2016 18,663 23.695 10-Mar-2023 15,024 - - EVP, HR and CC 10-Mar-2017 13,113 30.853 09-Mar-2024 - - - 15-Dec-2017 - - - - 3,044 74,583 16-Mar-2018 9,910 35.154 15-Mar-2025 - - - 15-Jun-2018 - - - - 906 22,188 14-Dec-2018 - - - - 4,350 106,568 15-Mar-2019 13,340 29.433 14-Mar-2026 - - - 06-Jun-2019 - - - - 2,290 56,098 13-Dec-2019 14,298 31.927 12-Dec-2026 - - - 13-Dec-2019 - - - - 3,765 92,252 08-Jun-2020 - - - - 4,013 98,317 Totals 69,324 15,024 18,368 450,006

(1) As at October 31, 2020, there are no vested share-based awards that have not been paid out or distributed. (2) The market value of unexercised in-the-money options is calculated based on the difference between $24.50, the closing price of a common share on the TSX on October 30, 2020, and the exercise price of the option. (3) The market value of share-based awards that have not vested is calculated by multiplying the number of RSUs credited to the NEOs by the October 30, 2020 common share closing price on the TSX of $24.50. PSUs are valued based on a 100% performance multiplier and using the closing price on the TSX on October 30, 2020 of $24.50 per common share. No assumptions are made for future dividends.

67 Canadian Western Bank Management Proxy Circular INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR The value of equity-based awards that vested and non-equity incentive plan compensation earned by NEOs for the year ending October 31, 2020 follow:

Column A Column B Option-Based Awards Value Share-Based Awards Value Non-Equity Incentive Plan Compensation Name Vested During the Year ($)(1) Vested During the Year ($)(2) Value Earned During the Year ($) Christopher H. Fowler - 972,161 607,200 President and CEO Carolyn J. Graham - 250,632 211,400 EVP and CFO Stephen H.E. Murphy - 288,187 272,500 EVP, Banking H. Bogac (Bogie) Ozdemir - 241,697 160,300 EVP and CRO Kelly S. Blackett - 238,261 166,300 EVP, HR and CC

(1) These amounts represent the value the NEOs would have received had they exercised options that vested during fiscal 2020 on the date the options vested. The value of a vested option is calculated as the difference between the closing price of a common share on the TSX on the vesting date and the exercise price of that option. Options that vested on dates where the closing price on the TSX of a common share of CWB was less than the option exercise price have been assigned a value of zero. (2) CWB's share-based awards consist of RSUs and PSUs. The value of RSUs that vested in fiscal 2020 is calculated as the number of RSUs that vested multiplied by the average of the weighted average trading price of CWB common shares for the vesting date and the four business days preceding the vesting date (the “vesting date value”). The value of PSUs that vested in fiscal 2020 is calculated as the number of PSUs that vested multiplied by the vesting date value, multiplied by the performance multiplier as set out on page 50 to arrive at the award payout.

COLUMN A DETAIL – OPTION-BASED AWARDS VALUE VESTED DURING THE YEAR A summary of the value of options that vested during fiscal 2020 for each NEO – that is, the number of options that vested multiplied by the difference between the option exercise price and the closing share price on the TSX on the vesting date – follows. Details about the SIP under which CWB grants options can be found on page 47.

Option Option Number of Option Vesting Date Value Vested Name Grant Date Vesting Date Options Vested Exercise Price ($) Value ($) During Year ($) Christopher H. Fowler 10-Mar-2017 10-Mar-2020 50,350 30.853 23.550 - President and CEO Carolyn J. Graham 10-Mar-2017 10-Mar-2020 14,114 30.853 23.550 - EVP and CFO Stephen H.E. Murphy 10-Mar-2017 10-Mar-2020 15,178 30.853 23.550 - EVP, Banking H. Bogac (Bogie) Ozdemir 10-Mar-2017 10-Mar-2020 13,301 30.853 23.550 - EVP and CRO Kelly S. Blackett 10-Mar-2017 10-Mar-2020 13,113 30.853 23.550 - EVP, HR and CC

Canadian Western Bank Management Proxy Circular 68 COLUMN B DETAIL – SHARE-BASED AWARDS VALUE VESTED DURING THE YEAR A summary of the value of RSUs that vested during fiscal 2020 for each NEO follows. The value of vested RSUs is calculated as the RSU vesting date value multiplied by the number of vesting RSUs. Details about the RSU Plan can be found on page 49.

RSU RSU Number of Value at Vesting Date Value Vested Name Grant Date Vesting Date RSUs Vesting(1) Grant Date ($) Value ($) During Year ($) 09-Jun-2017 09-Jun-2020 3,478 25.615 25.950 90,247 Christopher H. Fowler 15-Jun-2018 15-Jun-2020 2,455 36.556 25.140 61,719 President and CEO 06-Jun-2019 06-Jun-2020 3,069 28.625 24.990 76,696 09-Jun-2017 09-Jun-2020 1,365 25.615 25.950 35,430 Carolyn J. Graham 15-Jun-2018 15-Jun-2020 860 36.556 25.140 21,617 EVP and CFO 06-Jun-2019 06-Jun-2020 1,075 28.625 24.990 26,861 09-Jun-2017 09-Jun-2020 2,072 25.615 25.950 53,779 Stephen H.E. Murphy 15-Jun-2018 15-Jun-2020 959 36.556 25.140 24,116 EVP, Banking 06-Jun-2019 06-Jun-2020 1,240 28.625 24.990 30,981 09-Jun-2017 09-Jun-2020 1,286 25.615 25.950 33,381 H. Bogac (Bogie) Ozdemir 15-Jun-2018 15-Jun-2020 908 36.556 25.140 22,825 EVP and CRO 06-Jun-2019 06-Jun-2020 1,134 28.625 24.990 28,347 09-Jun-2017 09-Jun-2020 1,269 25.615 25.950 32,919 Kelly S. Blackett 15-Jun-2018 15-Jun-2020 895 36.556 25.140 22,496 EVP, HR and CC 06-Jun-2019 06-Jun-2020 1,119 28.625 24.990 27,956

(1) Includes additional units granted in respect of dividend reinvestment plan.

A summary of the value of PSUs that vested during fiscal 2020 for each NEO follows. PSUs granted in fiscal 2017 vested in fiscal 2020. The value of PSUs that vested in fiscal 2020 is calculated as the number of PSUs that vested multiplied by the vesting date value, multiplied by the performance multiplier as set out on page 50.

PSU PSU Number of Vesting Date Performance Value Vested Name Grant Date Vesting Date PSUs Vested(1) Value ($) Multiplier During Year ($) Christopher H. Fowler 09-Dec-2016 09-Dec-2019 17,429 31.930 133.60% 743,499 President and CEO Carolyn J. Graham 09-Dec-2016 09-Dec-2019 3,908 31.930 133.60% 166,725 EVP and CFO Stephen H.E. Murphy 09-Dec-2016 09-Dec-2019 4,203 31.930 133.60% 179,311 EVP, Banking H. Bogac (Bogie) Ozdemir 09-Dec-2016 09-Dec-2019 3,684 31.930 133.60% 157,144 EVP and CRO Kelly S. Blackett 09-Dec-2016 09-Dec-2019 3,631 31.930 133.60% 154,890 EVP, HR and CC

(1) Includes additional units granted in espectr of dividend reinvestment plan.

69 Canadian Western Bank Management Proxy Circular RETIREMENT ARRANGEMENTS SUPPLEMENTAL RETIREMENT ARRANGEMENTS Effective March 15, 2013, we established the Supplemental Retirement payments or accelerated payments to the Participant's spouse, or a lump Plan for certain of our executive management. The purpose of the sum payment to the Participant's estate. The Supplemental Retirement Supplemental Retirement Plan is to provide benefits to Participants Plan also allows for a deferral of payment until a Participant reaches in excess of the maximums allowed under the Group RRSP due to a 65 years of age where the Participant's employment ends before the Participant reaching the annual RRSP contribution limit prescribed Participant reaches 65 years of age, provided that the Participant is at by the Income Tax Act. In addition, lump sum contributions to the least 50 years of age at the date of termination and has accumulated a Supplemental Retirement Plan are permitted to facilitate recruitment balance in the Supplemental Retirement Plan of at least $50,000. of senior executives. Under the Supplemental Retirement Plan, we All Supplemental Retirement Plan accounts and all amounts allocated establish a notional account for each Participant and record it asa to them pursuant to the terms of the Supplemental Retirement Plan liability on our balance sheet. Each month, the account is credited are notional only. That is, they are solely a measure of our obligation with monthly contributions for the Participant equal to the excess of to make payments to the Participant at the times and in the amounts (i) the total retirement contribution to which they are entitled over contemplated in the Supplemental Retirement Plan. The Supplemental (ii) permitted contributions to the Group RRSP. Amounts credited to Retirement Plan does not guarantee any return on notional the Participant's account earn investment income each month during contributions to a Supplemental Retirement Plan account. employment and after retirement in accordance with our policies at the same rate offered to employees in the Group RRSP on a five-year GIC Under the terms of Mr. Fowler’s employment agreement, we contribute (being CWB’s offered rate plus 1.5%). to his Supplemental Retirement Plan account equal to the excess of (a) over (b), where: Monthly contributions and investment income vest immediately upon being credited to the Participant's account. Upon termination (a) = 15% of Mr. Fowler's base salary paid in the month; and of employment, amounts in the Participant's account must be paid to (b) = our contribution to the Group RRSP made on Mr. Fowler's the Participant over a period not exceeding 10 years. Balances in the behalf for the month, pro-rated for partial months. Participant's account continue to accrue investment income until the Under the terms of Mr. Murphy’s employment agreement, we balance in the account is reduced to nil. The Supplemental Retirement contribute 10% of his base salary to the Supplemental Retirement Plan Plan provides, in the case of the Participant’s death, for continued in lieu of contributions to the Group RRSP. SUPPLEMENTAL RETIREMENT PLAN CONTRIBUTIONS AND PERFORMANCE

Supplemental Retirement Plan CWB Contributions Interest Accrued Supplemental Retirement Plan Name Account at Start of Year ($) during the Year ($) during the Year ($) Value at Year End ($) Christopher H. Fowler 585,972 92,319 20,264 698,555 President and CEO Carolyn J. Graham 60,273 17,142 2,185 79,600 EVP and CFO Stephen H.E. Murphy 451,592 44,210 15,248 511,050 EVP, Banking H. Bogac (Bogie) Ozdemir 51,416 13,754 1,854 67,024 EVP and CRO Kelly S. Blackett 53,461 13,180 1,913 68,554 EVP, HR and CC TERMINATION AND CHANGE OF CONTROL BENEFITS The following table summarizes the estimated contractual incremental payments that would be received by each NEO in each circumstance where the NEO ceases to be employed by us. The amounts shown in the table below are calculated based on positions as at October 31, 2020 and, therefore, do not include compensation changes or options, RSUs and PSUs granted subsequent to the fiscal 2020 year end. The assumptions underlying the calculations in the following table include:

• For the calculation of the cash severance benefit, the base salary level of the executive as at October 31, 2019 and 2020 was used, as well as the annual incentive amounts earned for the 2019 and 2020 fiscal years. • Amounts received upon acceleration of the option and RSU awards vesting dates are based on the October 31, 2020 closing price on the TSX of $24.50 per common share. For options, the value is calculated based on the difference between $24.50 and the exercise price of the option multiplied by the number of qualifying options. For PSUs, the value is calculated by multiplying the number of PSUs by $24.50, assuming a 100% performance multiplier. The actual amount that a NEO could receive in the future as a result of a termination of employment could differ materially from the amounts set forth below as a result of, among other things, changes in CWB's share price, changes in the executive's base salary, the timing of the termination event, changes in STIP amounts, and the vesting and grants of additional equity awards. The following table includes only contractually agreed to severance amounts. Where no contractual provision for severance exists, common law entitlements arising in the event of termination of employment without cause may apply.

Canadian Western Bank Management Proxy Circular 70 Termination Termination other Change of Name for Cause ($) than for Cause ($) Control ($) Retirement ($) Resignation ($) Death ($) Christopher H. Fowler President and CEO Cash Severance(1) - 2,910,600 2,910,600 - - - Accelerated RSU Vesting(2) - - 498,956 - - - Accelerated PSU Vesting(2) - - 1,336,148 - - - Accelerated Option Vesting(3) ------Continuation of Employee Benefits ------Total - 2,910,600 4,745,704 - - - Carolyn J. Graham EVP and CFO Cash Severance ------Accelerated RSU Vesting(2) - - 166,348 - - - Accelerated PSU Vesting(2) - - 454,234 - - - Accelerated Option Vesting(3) ------Continuation of Employee Benefits ------Total - - 620,582 - - - Stephen H.E. Murphy EVP, Banking Cash Severance ------Accelerated RSU Vesting(2) - - 195,917 - - - Accelerated PSU Vesting(2) - - 527,065 - - - Accelerated Option Vesting(3) ------Continuation of Employee Benefits ------Total - - 722,982 - - - H. Bogac (Bogie) Ozdemir EVP and CRO Cash Severance - 541,000 - - - - Accelerated RSU Vesting(2) - - 179,115 - - - Accelerated PSU Vesting(2) - - 277,304 - - - Accelerated Option Vesting(3) ------Continuation of Employee Benefits ------Total - 541,000 456,419 - - - Kelly S. Blackett EVP, HR and CC

Cash Severance - 571,600 - - - - Accelerated RSU Vesting(2) - - 176,603 - - - Accelerated PSU Vesting(2) - - 273,403 - - - Accelerated Option Vesting(3) ------Continuation of Employee Benefits ------Total - 571,600 450,006 - - -

(1) Mr. Fowler's employment agreement provides that, if his employment is terminated, without cause or notice, or if CWB's normal operations are changed as a result of a sale, merger or liquidation, in such a manner as to eliminate or substantively change his position, and he chooses to leave CWB's employ within 18 months of such an event, then CWB will pay him a settlement amount equal to two times the average of the two most recent full years' base salaries and bonuses immediately prior to termination. (2) RSUs and PSUs are subject to accelerated vesting in the event there is a change of control only if the officer’s or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group’s employment within 18 months of the change of control. This amount is calculated as the number of outstanding units that immediately vest on the triggering event times the closing price on the TSX of a common share of CWB on October 30, 2020. (3) All outstanding options vest in the event of the employee's death or upon a change of control of CWB only if the officer's or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group’s employment within 18 months of the change of control. Options do not immediately vest upon retirement. The amounts in the table represent the incremental value of options vesting that would accelerate on the occurrence of a triggering event. This amount is calculated as the number of options that immediately vest on the triggering event pursuant to the terms of the SIP times the difference between the closing price on the TSX of a common share of CWB on October 30, 2020 and the applicable grant exercise price.

71 Canadian Western Bank Management Proxy Circular Additional Compensation Disclosure COMPENSATION OF SENIOR MANAGERS AND OTHER MATERIAL RISK TAKERS The following information on compensation relates to employees who may have a material impact on our risk exposure and is disclosed in conformity with the Basel II, Pillar 3 and Implementation Standard of the FSB Principles and Standards disclosure requirements for remuneration. Under these requirements, senior managers and other employees whose actions could have a material impact on our risk exposure should have a significant portion of variable compensation deferred over a period of years. The purpose of the deferral is to ensure that these individuals are incentivized in a manner that is consistent with our long-term performance and sustainability.

The Risk Committee completes a detailed annual review to identify senior managers and other employees who, based on their roles, may have a material impact on our risk exposure. These employees are designated each year by management as Senior Managers and Other Material Risk Takers, based upon a review of the roles and responsibility of each individual. For these purposes, CWB defines “Senior Managers” to include the CEO and the EVPs of CWB. “Other Material Risk Takers” include Senior Vice Presidents of CWB and other individuals occupying key roles at CWB Financial Group.

COMPENSATION AWARDED TOTAL DIRECT COMPENSATION AWARDED IN FISCAL 2020 AND 2019

2020 2019 Other Material Risk Other Material Risk Senior Managers Takers Senior Managers Takers Number of Employees 7 22 7 20 Fixed Compensation Cash ($) 2,930,068 4,211,863 2,801,984 4,392,907 Variable Compensation(1) Cash ($) 1,738,300 1,899,000 2,020,000 1,827,700 Share and Share-Linked Instruments ($) - - - - Share and Share-Linked Instruments 3,112,885 3,029,940 2,794,490 3,605,302 (deferred)(2) ($) Total Variable Compensation ($) 4,851,185 4,928,940 4,814,490 5,433,002 Total Direct Compensation ($) 7,781,253 9,140,803 7,616,474 9,825,909

(1) All Senior Managers received variable compensation awards of shares and share-based awards. (2) Deferred compensation includes stock options, RSUs, and PSUs.

SPECIAL COMPENSATION TOTAL SPECIAL COMPENSATION AWARDED IN FISCAL 2020 AND 2019

2020 2019 Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers Number of Number of Number of Number of Employees Amount ($) Employees Amount ($) Employees Amount ($) Employees Amount ($) Sign-on Awards(1) ------8 1,610,000 Guaranteed Awards(2) ------Severance(3) - - 1 416,640 - - - -

(1) Sign-on Awards include any one-time cash, deferred compensation awards, and contributions to the Supplemental Retirement Plan for hiring purposes. Payouts in connection with Sign-on Awards may be made in whole or in part in the year of grant or may be paid in subsequent fiscal years. (2) Guaranteed Awards include all guaranteed incentive awards granted in fiscal 2020 and 2019, including any cash or deferred compensation awards. No individuals were eligible for guaranteed awards in 2019 or 2020. Guaranteed Awards, if applicable, are included in the variable compensation paid in the table entitled “Compensation Awarded” for Senior Managers. (3) Severance includes all payments made due to termination of employment.

Canadian Western Bank Management Proxy Circular 72 DEFERRED COMPENSATION Deferred compensation that remained outstanding and which had not expired as at October 31, 2020 and October 31, 2019, and previously deferred compensation that was paid out in fiscal 2020 and 2019, follows. Deferred compensation is comprised of stock options, RSUs, and PSUs.

2020 2019 Other Material Risk Other Material Risk Outstanding Deferred Compensation Senior Managers Takers Senior Managers Takers Vested ($)(1)(2) 166,439 55,328 1,996,229 1,074,800 Unvested ($)(1)(3) 4,937,223 4,711,833 4,753,567 3,501,343 Total Outstanding ($) 5,103,662 4,767,161 6,749,796 4,576,143 Fiscal Year Payouts ($)(4) 2,429,787 1,706,489 3,306,077 1,882,809

(1) The value of vested and unvested awards is based on the closing share price on the TSX on October 30, 2020 ($24.50) and October 31, 2019 ($33.35). (2) Outstanding vested compensation is comprised of stock options that were exercisable on October 31, but that had not yet been exercised. Each outstanding option is valued at the closing price of a common share on the TSX on October 30, 2020, or October 31, 2019 (as applicable) less the exercise price. (3) Outstanding unvested compensation is comprised of outstanding stock options that were not exercisable on or before October 31 in addition to RSUs and PSUs that had not vested by October 31. Outstanding stock options are valued at the closing price of a common share on the TSX on October 30, 2020, less the exercise price. Outstanding unvested RSUs and PSUs are valued at the closing price of a common share on the TSX on October 30, 2020, or October 31, 2019 (as applicable) in addition to any dividend entitlement earned on such unvested RSUs and PSUs between the date that they were granted and October 30, 2020, or October 31, 2019 (as applicable). (4) Fiscal year payouts include the value of exercised stock options during the fiscal year in addition to any RSUs and PSUs paid out in the fiscal year. Stock option payouts are valued at the closing price of a common share on the TSX on the exercise date less the exercise price. The value of RSU payouts is calculated based on the average of the weighted average trading price of the common shares on the TSX for each of the four business days preceding the vesting date plus the vesting date of the RSU in addition to any dividend entitlement that was earned on such RSU between the grant date and the vesting date. PSUs granted in fiscal 2016 and 2017 vested in fiscal 2019 and 2020, respectively. The value of PSUs that vested in the fiscal year are calculated as the number of PSUs that vested, multiplied by the vesting date value, multiplied by the applicable performance multiplier, plus the cash dividend equivalent (on granted PSUs from grant date to the inception of the DRIP) to arrive at the award payout.

All variable compensation awards granted to Senior Managers and Other Material Risk Takers, both vested and unvested, are subject to recoupment in accordance with our Compensation Recoupment Policy. Unvested awards are also subject to forfeiture in the event that employment is terminated due to resignation or dismissal.

73 Canadian Western Bank Management Proxy Circular Other Information INDEBTEDNESS OF DIRECTORS AND DIRECTORS’ AND OFFICERS’ LIABILITY EXECUTIVE OFFICERS INSURANCE No directors are, or were during the course of this fiscal year, indebted We have purchased, at our expense, a liability insurance program for to us for any purpose. No executive officers are, or have been during the our directors and officers. This program covers directors and officers course of this fiscal year, indebted to us with respect to indebtedness in circumstances including, and not limited to, where we are not able entered into in connection with a purchase of CWB securities. to or are prevented from indemnifying them, subject to the terms and conditions outlined in the policy wording. The program has an annual AGGREGATE INDEBTEDNESS aggregated limit of $100,000,000 with a $100,000 deductible if the The aggregate indebtedness to us of all executive officers, directors, claim is indemnifiable by u s. We p aid a total premium o f $332,034 employees and former executive officers, directors and employees covering the year ended October 31, 2020. of CWB Financial Group as at February 1, 2021 follows. This amount includes routine indebtedness as defined under Canadian securities SHAREHOLDER PROPOSALS laws. The final date for submitting shareholder proposals for inclusion in the Purpose To CWB or its Subsidiaries ($) To Another Entity ($) management proxy circular for next year’s annual shareholder meeting is November 1, 2021. Share Purchases - - Other 188,516,076(1) - ADDITIONAL INFORMATION (1) $ 171,792,175 of which represents indebtedness in the form of residential mortgages. Additional information relating to CWB may be found on SEDAR at NON-ROUTINE INDEBTEDNESS OF DIRECTORS www.sedar.com. Additional financial information is provided in CWB’s AND EXECUTIVE OFFICERS(1)(2) consolidated financial statements and MD&A for the year ended October 31, 2020, which are both available on SEDAR at The non-routine indebtedness of each person who was a director or www.sedar.com and in our 2020 Annual Report. executive officer of CWB during the last fiscal year, as well as related persons of such directors or executive officers, follows: Copies of the information referred to in this section may be obtained by writing to the Corporate Secretary, Canadian Western Bank, Suite 3000, Amount Canadian Western Bank Place, 10303 Jasper Avenue NW, Largest Amount Outstanding Involvement Outstanding as at Edmonton, Alberta, T5J 3X6 or via CWB’s website at www.cwb.com. of CWB or During 2020 February 1, Name and Principal Position Subsidiary Fiscal Year ($) 2021 ($) Bindu Cudjoe DIRECTORS’ APPROVAL Senior Vice President, Nil 845,563 728,243 The Board has approved the content and sending of this Circular. General Counsel and Corporate Secretary R. Matthew Rudd Nil 451,750 237,705 EVP and CFO

(1) This table excludes routine indebtedness. Routine indebtedness is defined to include (i) loans of $50,000 or less to directors, or executive officers, that are made on terms no more favourable Bindu Cudjoe than the terms on which loans are made to employees generally; (ii) loans to full-time employees, Senior Vice President, General Counsel fully secured against their residence and not exceeding their annual salary; (iii) loans, other and Corporate Secretary than to full-time employees, on substantially the same terms (including those as to interest and February 1, 2021 security rate) available to other customers with comparable credit and involving no more than the usual risk of collectability; and (iv) loans for purchases on usual trade terms, or for ordinary travel or expense advances, or similar reasons, with repayment arrangements in accordance with usual commercial practice. (2) “Executive Officer” means: a chair, vice-chair, president, CEO, CFO, a vice president in charge of a principal business unit, division or function (including sales, finance or production), an officer of CWB or any of its subsidiaries who performed a policy-making function in respect of CWB, or any other individual who performed a policy-making function in respect of CWB.

Canadian Western Bank Management Proxy Circular 74 CWB.COM