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Proxy Circular Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:29 | 19-22699-2.aa | Sequence: 1 CHKSUM Content: 20196 Layout: 28585 Graphics: 61773 CLEAN MANAGEMENT PROXY CIRCULAR and Notice of Annual Meeting April 2, 2020 YOUR VOTE IS IMPORTANT TO US: Please take some time to read this Management Proxy Circular and vote your shares. JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: Black, 0, ~note-color 2, PANTONE 7405 U, PANTONE 3135 U GRAPHICS: cwb_canadian_west_pms_logo.eps V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:29 | 19-22699-2.ba | Sequence: 1 CHKSUM Content: 55888 Layout: 44035 Graphics: 25952 CLEAN 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 2020 annual meeting of shareholders on April 2, 2020 at 1:00 p.m. (Mountain Time) at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, you will gain insight from CWB’s leadership about our 2019 performance, and strategy for 2020 and beyond. THE VOICE OF OUR SHAREHOLDERS The feedback and insights we receive directly from our shareholders help us shape our decisions. The annual meeting is an opportunity for you to hear directly from leadership, ask us questions about our priorities and strategy, and vote on important matters affecting CWB. Attached is the formal notice of the meeting and the management proxy circular, which contains the items that will be covered and voted on at the meeting, along with detailed voting instructions. Please consider the information set out in these documents and vote in person, online, by telephone, or by completing and sending in your proxy or voting instruction form. Whatever the method you choose, we encourage you to vote.our Y voice matters. LONG­TERM VALUE CREATION FOR STAKEHOLDERS Fiscal 2019, our 35th year in business, was a strong year of strategic execution for CWB Financial Group. This milestone provides an opportunity to reflect on our growth and success, and focus on our promising future. CWB was founded during a time of economic uncertainty in the 1980s with less than $50 million in total assets. We have grown to over $30 billion in assets, built on strong client relationships in diversified markets from coast to coast. Our success is rooted in our commitment to an exceptional client experience, a culture that attracts and retains top talent, profitable growth for investors, and support for the communities where we operate. It is these commitments that will continue to generate long­term value for all of our stakeholders. FOCUS ON THE CLIENT EXPERIENCE This year, the Board continued to oversee management’s work to develop new capabilities that strengthen our client experience. criticalA part of this experience is the evolution of our culture to support our continued transformation. We are very pleased with our progress to build a collaborative, inclusive, and change­ready culture within CWB Financial Group, rooted in new core values and brought to life by our passionate team members. The Board will continue to support a culture that embraces transformation and exceeds the expectations of our clients today and in the future. GOVERNANCE AND LEADERSHIP The Board oversees CWB’s strategy to set ourselves apart as a disruptive force in Canadian financial services. Our transformation plan is bold and ambitious and, as we innovate and grow, the Board will continue to ensure that a strong risk culture and sound enterprise risk management framework remain embedded in the strategic agenda. We are dedicated to strong corporate governance, and continually monitor emerging trends. We remain committed to transparent and proactive communication with all of our stakeholders. We provide an overview of our corporate governance practices in this management proxy circular. One development is the increasing importance of environmental, social, and governance (ESG) factors to our stakeholders. We have expanded our disclosures to reflect our values and our commitments to environmental sustainability, inclusion and diversity in our workforce, positive impact in our communities, and the Board’s prudent oversight of CWB’s activities. We believe having a diversity of experience, perspectives, and skills is critical to the Board’s effective oversight. Amidst the backdrop of a rapidly changing business environment, we continue to actively invest in the development and recruitment of leaders who embody our values and who continue to meet the evolving needs of our clients. We would like to thank our fellow directors for their ongoing commitment to CWB’s continued success. In particular, we would like to recognize Mr. Alan Rowe who has served on your Board since 1996 and been an exceptional director. Mr. Rowe’s thoughtful contributions will be missed when he retires from the Board at the annual meeting. Thank you for your continued support of CWB. We look forward to seeing you at the meeting. Sincerely, Robert L. Phillips, Q.C., F.ICD Christopher H. Fowler Chair of the Board President and Chief Executive Officer JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: Black 85%, ~note-color 2, PANTONE 3135 U, Black GRAPHICS: robert_phillips_k_sig.eps, christopher_fowler_k_sig.eps V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:29 | 19-22699-2.ba | Sequence: 2 CHKSUM Content: 2069 Layout: 55357 Graphics: 50511 CLEAN Notice of Annual Meeting of Common Shareholders of Canadian Western Bank WHEN: WHERE: Thursday, April 2, 2020 at The Fairmont Hotel Macdonald 1:00 p.m. (Mountain Time) 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, 2019 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 relating to the above matters. If you are unable to attend the meeting, it will be webcast live on the Investor Relations section of our website atwww.cwb.com/investor­relations. A recorded version of the webcast will also be available on our website following the meeting. By order of the Board, Bindu Cudjoe Senior Vice President, General Counsel and Corporate Secretary Edmonton, Alberta January 31, 2020 YOUR VOTE IS IMPORTANT We encourage you to vote your shares at the upcoming meeting. You can vote in one of the following ways: • In person: At the annual meeting of shareholders • Online: Visit www.investorvote.com • Via telephone: Call the number provided on your proxy form • By mail: If you wish to appoint a proxyholder to represent you, please complete and sign the enclosed proxy form and return it in the postage­prepaid envelope provided. Your vote must be received in one of these formats by CWB’s transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 1:00 p.m. (Mountain Time) on March 31, 2020. Detailed voting instructions for shareholders begin on page 3 of the management proxy circular. JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: Black 85%, ~note-color 2, PANTONE 3135 U, Black GRAPHICS: bindu_cudjoe_k_sig.eps V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:29 | 19-22699-2.ca | Sequence: 1 CHKSUM Content: 36914 Layout: 58164 Graphics: 0 CLEAN Contents (All information is as of January 31, 2020, unless otherwise indicated.) GLOSSARY 2 EXECUTIVE COMPENSATION AND VOTING INFORMATION: RELATED INFORMATION 31 QUESTIONS AND ANSWERS 3 COMPENSATION DISCUSSION AND ANALYSIS 33 NAMED EXECUTIVE OFFICER COMPENSATION 60 BUSINESS OF THE MEETING 5 ADDITIONAL COMPENSATION RECEIVING OUR FINANCIAL STATEMENTS AND AUDITORS’ REPORT 5 DISCLOSURE 68 COMPENSATION OF SENIOR MANAGERS AND APPOINTING OUR AUDITORS 5 OTHER MATERIAL RISK TAKERS 68 ELECTING OUR DIRECTORS 6 COMPENSATION AWARDED 68 VOTING ON OUR APPROACH TO EXECUTIVE SPECIAL COMPENSATION 68 COMPENSATION (“SAY ON PAY”) 6 DEFERRED COMPENSATION 69 DIRECTOR INFORMATION 7 YOUR DIRECTOR NOMINEES 7 OTHER INFORMATION 70 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 70 DIRECTOR COMPENSATION 15 DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 70 DIRECTORS’ EQUITY REQUIREMENTS 17 SHAREHOLDER PROPOSALS 70 CORPORATE GOVERNANCE 18 ADDITIONAL INFORMATION 70 OUR CORPORATE GOVERNANCE PRACTICES 18 DIRECTORS’ APPROVAL 70 COMMITTEE REPORTS 27 1 Canadian Western Bank Management Proxy Circular JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: Black 85%, ~note-color 2, PANTONE 3135 U, Black GRAPHICS: none V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:29 | 19-22699-2.ca | Sequence: 2 CHKSUM Content: 10055 Layout: 26246 Graphics: 0 CLEAN Glossary Terms and abbreviations used in the Management Proxy Circular: AIRB: Advanced Internal Ratings­Based approach for GCR Committee: Governance and Conduct Review
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