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.

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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

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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.

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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

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Glossary

Terms and abbreviations used in the Management Proxy Circular:

AIRB: Advanced Internal Ratings­Based approach for GCR Committee: Governance and Conduct Review Committee calculating regulatory capital Group RRSP: CWB’s Group Registered Retirement Savings ALCO: Asset Liability Committee Plan Bank Act Bank Act: , SC 1991, c 46 (as amended) HR and CC: Human Resources and Corporate bp: Basis points Communications Board: Board of Directors of CWB HR Committee: Human Resources Committee CCRO: Chief Compliance Risk Officer ICD: Institute of Corporate Directors CEO: Chief Executive Officer IFRS: International Financial Reporting Standards CFO: Chief Financial Officer IFRS 9: International Financial Reporting Standards 9 Chair: Chair of the Board or chair of a committee of the Financial Instruments, new accounting Board requirements for financial instruments and loan Circular: This Management Proxy Circular impairment, effective for CWB on November 1, 2018 Code: CWB Financial Group Code of Conduct: Living Income Tax Act our Values Income Tax Act: , RSC 1985, c 1 (5th Supp) (as amended) Computershare: Computershare Trust Company of Canada, CWB’s transfer agent KPMG: KPMG LLP, CWB’s external auditor CRO: Chief Risk Officer LAP: Loan Adjudication Panel CWB, us, our, Canadian Western Bank LTIP: Long­Term Incentive Program we: MD&A: Management’s Discussion and Analysis CWB Financial CWB and its subsidiaries Meridian: Meridian Compensation Partners, Inc., CWB’s Group: independent compensation consultant CWB Maxium: CWB Maxium Financial Inc. NEO: Named Executive Officer CWB National CWB National Leasing Inc. OSFI: Office of the Superintendent of Financial Leasing: Institutions CWB Trust CWB Trust Services, a division of CWT Participant: CWB Financial Group employee who Services: participates in the respective plan CWB Wealth CWB Wealth Management Ltd. PSU: Performance Share Unit Management: PSU Plan: Performance Share Unit Plan CWT: Canadian Western Trust Company RSU: Restricted Share Unit DRIP: Dividend Reinvestment Plan RSU Plan: Restricted Share Unit Plan DSU: Deferred Share Unit SEDAR: System for Electronic Document Analysis and DSU Plan: Deferred Share Unit Plan Retrieval EPS: Earnings Per Share SIP: Share Incentive Plan ERM: Enterprise Risk Management STIP: Short­Term Incentive Program ESPP: Employee Share Purchase Plan Supplemental Supplemental Retirement Arrangement for EVP: Executive Vice President Retirement CWB senior management Plan: Executive Committee comprised of the President and Committee: each EVP of CWB SVP: Senior Vice President fiscal 2019: The fiscal year ended October 31, 2019 TSR: Total Shareholder Return FSB: Financial Stability Board TSX: Toronto Stock Exchange

Canadian Western Bank Management Proxy Circular 2

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Voting Information: Questions and Answers

Q: Why have I received this Circular? Q: How many shares are entitled to vote? A: You received this Circular because you hold common shares of CWB A: As of our record date (February 11, 2020), there were 87,273,261 and have the right to vote at the annual meeting of common fully paid and non­assessable common shares outstanding in the shareholders. This Circular details the items that will be covered and capital of CWB. Each common share holds one vote. voted on at the annual meeting, along with detailed voting instructions. Q: Who can vote? A: All holders of common shares may vote their shares at the close of Q: Why did I receive a notice regarding the electronic availability of business on our record date (February 11, 2020), unless described this Circular instead of receiving a paper copy? below under “Who cannot vote”. A: The notice included in your package provides details on how to access an electronic copy of this Circular and how to request a paper Q: Who cannot vote? copy. By providing a notice instead of a paper copy of this Circular, A: Shares beneficially owned by the following entities and persons we minimize the costs to print and mail this Circular and reduce the cannot be voted: impact on the environment. Canadian securities laws (Notice and a. the Government of Canada or a province; Access Rules) allow public companies to provide electronic access b. the government of a foreign country or a political subdivision of to this Circular instead of a paper copy. a foreign country; c. an agency of any of those entities in a. or b. above; or Q: Who is soliciting my proxy? d. any person who has acquired more than 10% of any class of A: The enclosed proxy form is being solicited by CWB management. shares of CWB without the approval of the Minister of Finance It is expected that the solicitation will be primarily by mail. We will (Canada). bear the costs associated with this solicitation. In addition, if a person, or entity controlled by any such person, beneficially owns, in the aggregate, more than 20% of the eligible Q: What will I be voting on? votes that may be cast, that person or entity may not cast any votes A: You will be asked to vote on the following: on the common shares. • appointment of auditors; To our knowledge, no person owns or exercises control or direction • election of directors; and over common shares carrying more than 10% of the votes attached • CWB’s approach to executive compensation (“say on pay”). to CWB’s outstanding common shares.

Q: How do I vote? A: How you vote depends on whether you are a non­registered (beneficial) or registered shareholder. Non­registered (Beneficial) Shareholders Registered Shareholders You are a non­registered shareholder if your shares are held in the name You are a registered shareholder if you hold the common shares in your of an intermediary (which is usually a trust company, securities broker, or own name. If that is the case, your name appears on your physical share other financial institution) rather than in your own name. certificate or in a Direct Registration Statement issued by Computershare Your intermediary will send you a voting instruction form. Carefully follow confirming your holdings. the instructions to vote your common shares. To vote by proxy To vote by proxy • You can either mark your voting instructions on the voting instruction • You may appoint someone to represent you as proxyholder and vote form or you can appoint another person (called a proxyholder) to your shares at the meeting. attend the meeting and vote your common shares for you. In either • Please complete and sign the proxy form sent to you and return it in case, you will need to complete and return the voting instruction form the postage­prepaid envelope provided. as instructed by your intermediary. • You may also vote by telephone at the number provided on your proxy • If you have any questions about the documentation required, please form, or online at www.investorvote.com. contact your intermediary.

3 Canadian Western Bank Management Proxy Circular

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Non­registered (Beneficial) Shareholders Registered Shareholders To vote in person at the meeting To vote in person at the meeting

• Insert your name in the space provided for appointing a proxyholder • Do not complete the proxy form or return it to us. Please bring it with and sign and return the voting instruction form as instructed by your you to the meeting and register with Computershare when you arrive intermediary. at the meeting. • Do not complete the voting section of the voting instruction form, as you will be voting in person at the meeting. • If no space is provided for you to insert your name on the form, please contact your intermediary for instructions. • Please register with Computershare when you arrive at the meeting.

Changing your vote Changing your vote If you have returned your voting instructions to your intermediary and If you want to revoke your proxy after you have delivered it, you can do change your mind about your vote, or decide to attend the meeting and so by signing a written statement to this effect and delivering it to Bindu vote in person, contact your intermediary to discuss whether revocation Cudjoe, Corporate Secretary, Canadian Western Bank, Suite 3000, is possible and, if so, the procedure to follow. Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 on or before March 31, 2020. 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.

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 do voting instructions contained in a proxy; not specify how you want to vote, the CWB directors designated in • the shareholder clearly intends to communicate their position to the proxy form as your proxyholders will vote for you as follows: management; and • necessary to comply with legal requirements. • FOR the appointment of KPMG as CWB’s auditors; • FOR the election as directors of all the nominees set out under Subject to these three exceptions, all proxies are considered the heading “Your Director Nominees” section in this Circular; and confidential and will be retained by Computershare in its capacity • FOR the advisory resolution on CWB’s approach to executive as CWB’s transfer agent. compensation. Q: How do I find out the voting results? Q: Can I appoint someone to vote my shares other than the CWB A: The voting results will be announced at the meeting. After the directors designated in the proxy form? meeting, a detailed report on the voting results will be posted on A: You can choose anyone to act as your proxyholder. It does not have CWB’s website at www.cwb.com and under CWB’s profile on SEDAR to be the persons named in the enclosed proxy form or another at www.sedar.com. shareholder. Simply fill in the person’s name in the blank space provided on the enclosed proxy form. If you leave the space in the proxy form blank, the persons designated in the proxy form, who are CWB directors, will be appointed to act as your proxyholders.

Q: What if these matters are amended or if other matters are brought before the meeting? A: No matter is expected to come before the meeting other than the 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 judgment of the person or persons voting the proxies.

Canadian Western Bank Management Proxy Circular 4

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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 fiscal Our consolidated financial statements for the year ended October 31, 2019 and 2018 follow: 2019, together with the auditors’ report on those statements, will be presented at the meeting. You will find these documents in our 2019 Year Ended Year Ended Annual Report, which has been mailed to you, unless you previously October 31, 2019 October 31, 2018 opted out of receiving written materials. You can also find these ($) ($) documents on our website at www.cwb.com and under our profile on Audit fees 1,456,546 1,822,465 SEDAR at www.sedar.com. The financial statements have been prepared Audit­related fees 92,750 96,500 in accordance with IFRS as issued by the International Accounting Standards Board. Tax­related fees 144,950 149,385 APPOINTING OUR AUDITORS All other fees 174,773 500,500 Total fees 1,869,019 2,568,850 The Board proposes the appointment of KPMG as our external auditors until the end of our next annual meeting of shareholders. KPMG has AUDIT FEES been our auditors since fiscal 2008. Audit fees are paid for professional services rendered for the audit of The Board recommends that you vote FOR the appointment of KPMG our annual financial statements and the audit of our subsidiaries, audits as auditors of CWB. Unless specified, the persons designated in the of the financial statements of investment funds managed by our proxy form intend to vote FOR the appointment of KPMG as auditors affiliates, for services provided in connection with statutory and of CWB, to hold office until the end of our next annual meeting of regulatory filings, for services and regulatory filings related to shareholders. prospectuses and other offering documents, the review of our interim AUDITOR INDEPENDENCE – PRE-APPROVAL financial statements, and the Service Organization Controls 1 audit for POLICIES AND PROCEDURES CWB Trust Services. In 2018 and 2019, audit fees also included fees in respect of audit work related to our adoption of IFRS 9. Audit fees paid As part of our corporate governance structure, the Audit Committee in 2018 included a higher than normal proportion of prior year audit annually reviews and approves the terms and scope of the external fees predominantly due to the timing of receipt of invoices from KPMG. auditors’ engagement. To further ensure that the auditors’ independence is not compromised, our policy requires that the Audit AUDIT­RELATED FEES Committee pre­approve all significant engagements of the auditors for Audit­related fees are paid for assurance and related services that are non­audit services and monitor all other engagements. reasonably related to the performance of the audit or review of the Under our policy, the significance threshold for non­audit engagements financial statements, and are not reported under the audit fees item is defined as any engagement for which the cost estimate exceeds 5% above, including fees for French translation of our interim and annual of the annual audit fee, as outlined in the auditors’ scope memorandum. financial statements. Receiver/manager services provided by the auditors with respect to TAX­RELATED FEES borrowers of CWB are not included in the definition of non­audit services under our policy but are reviewed by the Audit Committee on Tax­related fees are paid for professional services relating to tax an annual basis. compliance, tax planning and tax advisory services. Tax compliance services include the review of corporate tax returns and preparation of All non­audit service engagements, regardless of the cost estimate, are senior management personal tax returns. Tax planning and advisory required to be co­ordinated and approved by our CFO, or designate, to services include advice related to common forms of taxation, including further ensure that adherence to this policy is monitored. All non­audit income tax, capital tax, and goods and services tax. service engagements are reported to the Audit Committee on a quarterly basis. ALL OTHER FEES

All other fees were paid for services other than the audit fees, audit­ related fees and tax­related fees described above. In 2018 and 2019, these fees related to providing subject matter expertise, 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 related quantitative credit risk, model risk and data governance.

5 Canadian Western Bank Management Proxy Circular

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ELECTING OUR DIRECTORS There are 11 nominees standing for election to serve as directors until than votes in their favour is considered to not have received the support the end of our next annual meeting of shareholders. All 11 nominated of shareholders, and is expected to immediately tender their resignation directors have been recommended by the GCR Committee and currently to the Board for consideration. More information about our Majority serve on the Board. After 24 years of exemplary service, including as Voting Policy can be found on page 23. chair of the HR Committee, Mr. Rowe will retire from the Board at the The Board recommends that you vote FOR each of the director annual meeting. You can find information about the nominated directors nominees listed in this Circular. Unless specified, the persons under the heading “Your Director Nominees” beginning on page 7. designated in the proxy form intend to vote FOR each of the nominees We have a Majority Voting Policy for the election of directors. Any listed in the “Your Director Nominees” section of this Circular. nominee in an uncontested election who receives more “withheld” votes

VOTING ON OUR APPROACH TO EXECUTIVE COMPENSATION (“SAY ON PAY”) The Board believes that shareholders should have the opportunity to We ask you to vote on the way we compensate our executives by voting have a say on our approach to executive compensation. We offer you for or against the following resolution: the opportunity to cast your advisory vote regarding our approach to executive compensation (your “say on pay”). Your vote on the advisory “RESOLVED on an advisory basis, and not to diminish the role and resolution is an important indication of your understanding and support responsibilities of the Board of Directors, that the shareholders of our approach to executive compensation, and we are committed to accept the approach to executive compensation disclosed in responding to shareholder feedback. At the 2019 annual meeting, more Canadian Western Bank’s management proxy circular delivered in than 93% of votes cast were in favour of our approach to executive advance of the 2020 annual meeting of common shareholders.” compensation, with 53,697,942 votes in favour out of a total 57,333,451 votes cast. Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. While this vote is non­binding, Our executive compensation program is designed to align our executives’ the Board and the HR Committee will consider the results as part of their interests with our shareholders’ long­term interests. To this end, the ongoing review of our executive compensation program. program centres on pay for performance, is based on market practice, and follows strong risk management principles. We encourage you to read the The Board recommends that you vote FOR the advisory resolution on “Executive Compensation and Related Information” section of this Circular our approach to executive compensation. Unless specified, the persons beginning on page 31. This section describes our approach to executive designated in the proxy form intend to vote FOR the advisory compensation, including our objectives, philosophy, and guiding resolution on our approach to executive compensation. principles. Furthermore, the Board encourages shareholders with specific concerns about executive compensation to contact the Board directly 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, or by email at [email protected].

Canadian Western Bank Management Proxy Circular 6

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Director Information

YOUR DIRECTOR NOMINEES The charts below provide summary information about the key skills and Christopher H. Fowler, our President and CEO, is the only non­ experience, gender diversity, tenure, and geographic mix of our director independent director nominee, as the Bank Act requires that the CEO nominees. There are 11 nominees standing for election to serve as be a member of CWB’s Board. directors until the end of our next annual meeting of shareholders. SKILLS AND EXPERIENCE GENDER

Accounng and Finance 100% Men (7) 64% Business Transformaon Women (4) 100% 36%

Corporate Responsibility/Sustainability

100%

Human Resources/Compensaon TENURE 100%

Informaon Technology and Security

73% 0 - 5 years (3) 27%

Investment Banking/Mergers and Acquisions 6 - 10 years (5) 46% 82% 11+ years (3) 27% Legal/Regulatory

73%

Public Policy GEOGRAPHIC MIX

64%

Risk Management/Risk Governance Ontario (2) 18%

100% Brish Columbia (4) 37% Strategic Planning Manitoba (1) 9% 100% Alberta (4) 36%

7 Canadian Western Bank Management Proxy Circular

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The GCR Committee recommends the individuals below for election as attendance, equity ownership, and voting results from last year’s director directors of CWB, to hold office until the end of our next annual election. The value of common shares, DSUs for independent directors, shareholders’ meeting. All of the nominated individuals are currently and RSUs and PSUs for Mr. Fowler, are valued at the closing price of the CWB directors and were elected at the last annual shareholders’ meeting common shares on the TSX on January 31, 2020 for 2020 ($32.72) and on April 4, 2019. The director biographies below provide detailed January 31, 2019 for 2019 ($29.42). Effective for 2019, the minimum information about each nominee for election to the Board, including their director equity requirement increased to $570,000. All directors, age (at the date of the annual meeting), education, expertise, other public including the Chair, have three years to meet the increased requirement. company board memberships, committee memberships, meeting

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 boards of UBC Properties Trust and Rugby Canada. Mr. Bibby received a Bachelor of Commerce fromthe 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 Nil ­

Board/Committee Membership 2019 Attendance 2019 Attendance (Total)

Board of Directors 6 of 7(1) 86% Andrew J. Bibby HR Committee 5 of 5 100% 17 of 18 94% Vancouver, British Columbia Risk Committee 6 of 6 100% Canada Age: 62 Equity Ownership Director Since: 2012 Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a Results of 2019 vote: Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 99.68% 2020 10,709 11,687 22,396 732,797 570,000 4.19 2019 10,336 9,286 19,622 577,279 500,000 5.77

(1) Mr. Bibby was absent from one special meeting of the Board. Special meetings are generally held on short notice.

Mr. Fowler is the President and CEO of CWB. He joined CWB in 1991 and has filled progressively senior positions during his 29 years with CWB. 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 Nil ­

Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Board of Directors 7 of 7 100% 7 of 7 100%

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: 60 2020 113,274 69,705 182,979 5,987,073 Director Since: 2013 For further disclosure relating to the value of Mr. Fowler’s 2019 98,255 66,561 164,816 4,848,887 shareholdings, refer to the tables on pages 36 and 55. Non­Independent Results of 2019 vote: 99.58%

Canadian Western Bank Management Proxy Circular 8

JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: PANTONE 3135 U, ~note-color 2, ~tag-color 1, Black, Black 85% GRAPHICS: christopher_fowler_k_pht.eps, andrew_bibby_k_pht.eps V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:30 | 19-22699-2.cc | Sequence: 3 CHKSUM Content: 39153 Layout: 29411 Graphics: 55819 CLEAN

Ms. Hohol, a Corporate Director, is the former President of TSX Venture Exchange Inc. and the TMX Group Inc. Prior to that, she filled the roles of EVP, Wealth Management and SVP, Alberta and NWT at Canadian Imperial Bank of Commerce. In addition to the public company directorships 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 currently 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) Customer Service Charges Committee Linda M.O. Hohol Pension Committee Oncolytics Biotech Inc. (2014 – 2015) ­ Calgary, Alberta Canada Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Age: 68 Board of Directors 7 of 7 100% Director Since: 2011 Independent HR Committee 5 of 5 100% 18 of 18 100% Results of 2019 vote: Risk Committee 6 of 6 100% 99.76% 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 2020 9,490 14,255 23,745 776,936 570,000 4.44 2019 9,490 11,766 21,256 625,352 500,000 6.25

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

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 Directorship During the Last Five Years Role on Current Boards and Committees Nil ­

Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Robert A. Board of Directors 7 of 7 100% Manning Audit Committee (Chair) 6 of 6 100% 18 of 18 100% Edmonton, Alberta HR Committee 5 of 5 100% Canada Equity Ownership Age: 70 Director Since: 1986 Total Common Total Value of Common Shares and Common Shares Total Amount at Risk as a Independent Year Shares(1) DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer Results of 2019 vote: 2020 1,943,470 25,208 1,968,678 64,415,144 570,000 368.09 84.87% 2019 1,943,470 20,816 1,964,286 57,789,294 500,000 577.89

(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 Nil ­

Board/Committee Membership(1) 2019 Attendance 2019 Attendance (Total) Board of Directors 4 of 4 100% E. Gay Mitchell GCR Committee 3 of 3 100% 11 of 11 100% Toronto, Ontario Risk Committee 4 of 4 100% Canada Age: 63 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 ($) Minimum Required ($)(2) Multiple of Annual Retainer Results of 2019 vote: 99.76% 2020 11,350 3,582 14,932 488,575 ­ 2.79 2019 8,000 ­ 8,000 235,360 ­ 2.35

(1) Ms. Mitchell was appointed to the Board, the Audit Committee and the GCR Committee on January 31, 2019. (2) Ms. Mitchell has until January 31, 2022 to comply with the minimum equity requirement.

9 Canadian Western Bank Management Proxy Circular

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Ms. Morgan­Silvester is a Corporate Director serving on a variety of private, corporate, and non­profit 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. Morgan­Silvester 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 the Human Resources and Compensation Committee designation from the Directors College. In 2018, Ms. Morgan­Silvester 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 Sarah A. Morgan­ Audit and Finance Committee (Chair) BC Ferry Services Inc. (2016 – Present)(1) Capital Projects Committee Silvester, O.B.C. Information Technology Governance Committee Vancouver, British Columbia Canada Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Age: 60 Board of Directors 6 of 7(2) 86% Director Since: 2014 HR Committee 5 of 5 100% 17 of 18 94% Independent Risk Committee (Chair) 6 of 6 100% Results of 2019 vote: 99.75% 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 2020 11,650 14,117 25,767 843,096 570,000 4.82 2019 11,650 11,619 23,269 684,574 500,000 6.85

(1) Reporting issuer but not listed on a stock exchange. (2) Ms. Morgan­Silvester was absent from one special meeting of the Board. Special meetings are generally held on short notice.

Ms. Mulligan is a Corporate Director. She was previously the EVP and CFO of Valeant Pharmaceuticals International Inc. (formerlyiovail B 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, Capital Power Corporation (2012 – 2016) ­ FCA Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Oakville, Ontario Canada Board of Directors 5 of 7(1) 71% Age: 61 Audit Committee 6 of 6 100% 17 of 19 89% Director Since: 2017 Risk Committee 6 of 6 100% Independent Results of 2019 vote: Equity Ownership 99.47% 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 2020 9,000 10,660 19,660 643,275 570,000 3.68 2019 9,000 4,922 13,922 409,585 500,000 4.10

(1) Ms. Mulligan was absent from two special meetings of the Board. Special meetings are generally held on short notice.

Canadian Western Bank Management Proxy Circular 10

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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 & 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 Maxar Technologies Inc. (and its predecessor Maxar Audit Committee Age: 69 Director Since: 2001 Technologies Ltd. (formerly MacDonald, Dettwiler & Corporate Governance and Nominating Committee Associates Ltd.)) (2003 – Present)(1) Independent Lead Director Results of 2019 vote: West Fraser Timber Co. Ltd. (2005 – Present) Governance and Nominating Committee (Chair) 89.06% Human Resources and Compensation Committee Precision Drilling Corporation (2004 – 2017) ­

Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Board of Directors 7 of 7 100% Audit Committee 6 of 6 100% GCR Committee 4 of 4 100% 28 of 28 100% HR Committee 5 of 5 100% Risk Committee 6 of 6 100% 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(2) 2020 36,062 22,720 58,782 1,923,347 570,000 10.99 2019 34,810 18,790 53,600 1,576,912 500,000 15.77

(1) Mr. Phillips stepped down as Chair of the Board of Maxar Technologies Ltd. and became a director of Maxar Technologies Inc. concurrently with the domestication of the former Canadian company to the latter US parent company, effective January 1, 2019. Mr. Phillips will retire from the Board of Maxar Technologies Inc. in May 2020. (2) Mr. Phillips’ total Amount at Risk as a Multiple of Annual Retainer is based on the annual director retainer (rather than the chair of the Board retainer) of $175,000 for 2020 and $100,000 for 2019.

Mr. Protti is a Corporate Director. He served 11 years as the President and CEO of the Canadian Bankers Association and, prior to that, he spent 25 years in the federal public service and was Deputy Minister of Labour, Director of the Canadian Security Intelligence Service, and Deputy Minister of Agriculture and Agri­Food Canada. Mr. Protti is Chair of the Board of the Royal British Columbia Museum. He previously served as Chair of the University of Victoria Board of Governors and on the boards of the Toronto Community Foundation and Ryerson University. Mr. Protti received a Bachelor of Arts (Hons Economics and Gold Medalist) and a Master of Economics from the University of Alberta. Mr. Protti holds the ICD.D designation from the ICD.

Other Public Company Directorships During the Last Five Years Role on Current Boards and Committees Nil ­

Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Raymond J. Protti, Board of Directors 7 of 7 100% ICD.D Audit Committee 6 of 6 100% 17 of 17 100% Victoria, British Columbia Canada GCR Committee 4 of 4 100% Age: 74 Equity Ownership Director Since: 2009 Total Common Total Value of Independent Common Shares and Common Shares Total Amount at Risk as a Results of 2019 vote: Year Shares DSUs DSUs and DSUs ($) Minimum Required ($) Multiple of Annual Retainer 99.51% 2020 17,675 18,097 35,772 1,170,460 570,000 6.69 2019 17,675 15,178 32,853 966,535 500,000 9.67

11 Canadian Western Bank Management Proxy Circular

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Mr. Reid is a Corporate Director. He retired from Finning International Inc. in 2008 after a 30­year 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 OceanaGold Corporation (2018 – Present) Ian M. Reid Remuneration, People & Culture Committee Stuart Olson Inc. (2007 – 2020) ­ Edmonton, Alberta Canada Delta Gold Corporation (2013 – 2015) ­ Age: 64 Director Since: 2011 Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Independent Board of Directors 7 of 7 100% Results of 2019 vote: GCR Committee (Chair) 4 of 4 100% 17 of 17 100% 99.65% Risk Committee 6 of 6 100%

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 2020 10,762 25,940 36,702 1,200,889 570,000 6.86 2019 10,386 22,657 33,043 972,125 500,000 9.72

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 Board/Committee Membership 2019 Attendance 2019 Attendance (Total) Canada Age: 69 Board of Directors 7 of 7 100% Director Since: 2011 Audit Committee 6 of 6 100% 18 of 18 100% Independent HR Committee 5 of 5 100% Results of 2019 vote: 99.52% 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 2020 13,212 27,851 41,063 1,343,581 570,000 7.68 2019 12,753 22,615 35,368 1,040,527 500,000 10.42

Canadian Western Bank Management Proxy Circular 12

JOB: 19-22699-2 CYCLE#;BL#: 15; 0 TRIM: 8.25" x 10.75" AS: (null) COLORS: PANTONE 3135 U, ~note-color 2, ~tag-color 1, Black, Black 85% GRAPHICS: sanford_riley_k_pht.eps, ian_reid_k_pht.eps V1.5 Toppan Merrill - Canadian Western Bank Notice _ Information Circular 2020 AGM ENG - Quark ED | 109761 | 18-Feb-20 17:30 | 19-22699-2.ce | Sequence: 1 CHKSUM Content: 27738 Layout: 16878 Graphics: 0 CLEAN

ATTENDANCE Four regularly scheduled quarterly Board meetings and three special The following table sets out the directors’ attendance at the Board Board meetings were held while each Board committee met at least four meetings and committee meetings held during fiscal 2019. This table times during the 2019 fiscal year. Directors are expected to attend our includes the attendance of Mr. Rowe, who will retire on April 2, 2020 annual shareholders’ meeting as well as all Board meetings and and excludes the attendance of Mr. Bellstedt, who retired on April 4, meetings of committees on which they serve. Directors are invited to 2019. and often attend meetings of committees they do not serve on, and may contribute at such meetings as guests.

Board Audit Committee GCR Committee HR Committee Risk Committee(2) LAP (7 meetings) (6 meetings(1)) (4 meetings) (5 meetings) (6 meetings(1)) (10 meetings)

#% #% #% #% #% # Andrew J. Bibby(3) 6 86 ­ ­ ­ ­ 5 100 6 100 5 Christopher H. Fowler 7100­­ ­­ ­­ ­­ 6 Linda M.O. Hohol 7 100 ­ ­ ­ ­ 5 100 6 100 3 Robert A. Manning 7 100 6 100 ­ ­ 5 100 ­ ­ 1 E. Gay Mitchell(4) 4/4 100 ­ ­ 3/3 100 ­ ­ 4/4 100 3 Sarah A. Morgan­Silvester(3) 6 86 ­ ­ ­ ­ 5 100 6 100 5 Margaret J. Mulligan(3) 5 71 6 100 ­ ­ ­ ­ 6 100 ­ Robert L. Phillips 7 100 6 100 4 100 5 100 6 100 4 Raymond J. Protti 7 100 6 100 4 100 ­ ­ ­ ­ 1 Ian M. Reid 7 100 ­ ­ 4 100 ­ ­ 6 100 5 H. Sanford Riley 7 100 6 100 ­ ­ 5 100 ­ ­ ­ Alan M. Rowe 7 100 6 100 ­ ­ 5 100 ­ ­ 2 Average Percentage 77/81 95 36/36 100 15/15 100 35/35 100 40/40 100 ­

(1) The Audit and Risk Committees each held four regularly scheduled meetings and met twice 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 20 for further information on the LAP. (3) Mr. Bibby and Ms. Morgan­Silvester were absent from one special meeting of the Board, and Ms. Mulligan was absent from two special meetings of the Board. Special meetings are generally held on short notice. (4) Effective January 31, 2019, Ms. Mitchell was appointed to the Board, the Risk Committee and the GCR Committee.

13 Canadian Western Bank Management Proxy Circular

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DIRECTOR SKILLS AND EXPERIENCE A board of directors is most effective when it can draw from a variety of As discussed under the heading “Nomination of Directors, Board diverse skills, backgrounds, and experiences. The following table outlines Composition and Board Renewal” below, the GCR Committee uses this the diversity of experience and expertise of the director nominees. Each table to analyze the skills and experience of the Board as a whole when director nominee completed a self­assessment applying a scale of 2 – considering new director candidates. extensive experience, 1 – some experience and 0 – little to no experience. Andrew J. Bibby J. Andrew H. Fowler Christopher Hohol Linda M.O. A. Manning Robert Mitchell E. Gay A. Morgan­Silvester Sarah Mulligan J. Margaret L. Phillips Robert Protti J. Raymond Ian M. Reid Riley H. Sanford Strategic Planning – Experience in the development and implementation of 22222222222 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 Financial Group 22222222222 (employees, revenue, etc.). Other Board Experience – Served as a board member of a public, private or 00222222222 non­profit entity of at least a similar size as CWB Financial Group. Accounting and Finance – Knowledge of and experience with financial accounting and reporting, familiarity with internal financial/accounting 12222221121 controls, and/or International Financial Reporting Standards.

Financial – Accounting designation. 00000020000

Investment Banking/Mergers and Acquisitions – Experience with investment 02111122022 banking or mergers and acquisitions. Risk Management/Risk Governance – Experience in managing or overseeing risk, particularly at a financial institution or at an organization where the 12212221222 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: compensation plan 22212222122 design and administration; leadership development/talent management; succession planning; and compensation decision­making, including risk­related aspects of compensation. Business Transformation – Understanding of and experience in implementing 12112221222 significant organizational changes. Corporate Responsibility/Sustainability – Understanding of and experience with corporate responsibility practices and the constituents involved in 12111211221 sustainable development practices. Legal/Regulatory – Experience as a commercial and corporate lawyer either in private practice or in­house with a publicly listed company or major 02101112202 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 major organization, 02101121011 including Fintech and cyber security.

Public Policy – Experience in the workings of government and public policy. 10212110100

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: financial services 22202222222 industry; real estate industry; equipment industry; retail industry, including creation or distribution of retail products, customer research or brand development and positioning.

Canadian Western Bank Management Proxy Circular 14

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 17:30 | 19-22699-2.ce | Sequence: 3 CHKSUM Content: 26009 Layout: 7464 Graphics: 0 CLEAN

NOMINATION OF DIRECTORS, BOARD COMPOSITION AND BOARD RENEWAL The GCR Committee is our Nominating Committee and is responsible for The GCR Committee does not maintain a standing list of competencies, identifying new director candidates for consideration. such as skills, expertise, and experience, expected from new directors, since such competencies sought from director candidates will vary as Our objective is for our Board to have a sufficient and diverse range of the composition of the Board and its committees evolves over time. skills, expertise, and experience to ensure its responsibilities are carried out effectively. The GCR Committee annually reviews the size, Once it is determined that adding a director to the Board is desirable, composition and diversity of the Board and Board committees. The GCR the GCR Committee seeks out suitable candidates and assesses each Committee uses an expertise and skills matrix (similar to that set out on potential candidate’s skills, expertise, and experience against the needs page 14) to: of the Board and its committees, and the current complement of directors. The GCR Committee will also take into account such matters 1. assess the competencies and diversity of current directors; as a candidate’s integrity, independence and, in accordance with our 2. identify desirable skill sets to look for in new director candidates; and Diversity Policy, diversity of thought, residency, gender, and ethnic and 3. consider whether the Board’s skills and experience need to be geographic background. With the nominated directors, 36% of the Board strengthened in any areas. (4 of 11 director nominees) will be comprised of women. Appropriate As part of the Board’s renewal process, the GCR Committee annually background checks are completed on all new director nominees. analyzes these factors when considering whether the Board has the appropriate number of directors and recommending potential nominees for consideration.

DIRECTOR COMPENSATION COMPENSATION GOVERNANCE The GCR Committee is responsible for reviewing director compensation evaluate executive compensation described on page 39; and the six and recommending to the Board the amount and structure of director largest Canadian banks(1). The six largest Canadian banks are considered compensation. Our director compensation program is designed to relevant peer groups for our director compensation, as these financial attract and retain qualified individuals to act as directors of CWB, and institutions all utilize the AIRB, model­enabled approach for capital and compensate these individuals appropriately for their time and effort risk management. We have been developing the capability to become overseeing the effective operation of CWB. It is also designed to align an AIRB bank for several years, and plan to submit an AIRB application with shareholder interests and to reflect best practices. to OSFI in fiscal 2020. As a result, the time and effort to exercise effective director oversight of a model­enabled financial institution has increased Mr. Fowler does not receive a retainer or meeting fees for acting as a significantly over the past few years as part of the required director because he is compensated in his role as President and CEO of organizational evolution to support the AIRB application. CWB. Other than Mr. Fowler, directors are not eligible to participate in ESPP, PSU Plan, RSU Plan, or SIP. Director compensation will generally be positioned as a consistent percentage of the median director compensation value at the other AIRB The GCR Committee has the authority to retain consultants, including a banks, taking differences in company size and breadth of business lines compensation consultant or advisor, as the committee may determine into account. The GCR Committee also considers the risks, necessary or advisable to carry out its responsibilities. responsibilities, workload, time commitment, and the skills required of The GCR Committee reviews director compensation on an annual basis the Board in light of the evolving complexity of our business and to ensure that director compensation meets the objectives set out increased regulatory oversight and scrutiny. above. The GCR benchmarks our director compensation levels against two market data references: the comparator peer group used to

(1) Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and Toronto­Dominion Bank.

15 Canadian Western Bank Management Proxy Circular

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RETAINERS AND FEES The Board believes in a simple, transparent, and easy to administer distribution of committee workloads. All directors are expected to director compensation structure. We compensate directors on an annual serve on two committees (including one of either the Audit or Risk flat fee basis to cover all aspects of their workload and responsibilities Committees) as part of their Board service and in exchange for their as directors of CWB. Many public companies have adopted flat fee Board retainer. structures to reflect the growing responsibilities of directors, and the 5. An additional $15,000 cash retainer was introduced for any director time and attention required of directors throughout the year. While serving on both the Audit and Risk Committees (other than the Chair attendance at meetings is an important aspect of a director’s job, it is of the Board) in recognition of the significant workloads associated no longer the sole responsibility. Directors provide services outside of with each of those committees. meetings, including meeting with management, regulators, investors, Along with the changes described above, director equity requirements external advisors, and other third parties (such as proxy advisory firms). were increased to six times the maximum cash portion of the annual They also review significant volumes of materials and are required to be director retainer ($570,000 from $500,000), as further described under available to advise management, engage with shareholders, and the heading “Directors’ Equity Requirements” on page 17. consider corporate opportunities. The flat fee structure better reflects these ongoing responsibilities. Meeting attendance fees apply for the Our current director compensation structure, as well as the LAP because the workload and number of meetings may vary materially compensation structure that was in place prior to May 1, 2019, follows. from year to year.

Directors are reimbursed for travel and other expenses when they attend Prior to Effective meetings or conduct business on behalf of CWB Financial Group. May 1, 2019 May 1, 2019 Retainers (annual) ($) ($) The structure of director compensation changed effective May 1, 2019. To accommodate this change, with shareholder approval of more than Director Retainer 96%, By­Law 2 was amended to increase the maximum annual aggregate Chair of the Board 275,000 350,000 amount that directors can be paid to $3,500,000, the first increase to Director (including, since the maximum aggregate director compensation amount since 2010. May 1, 2019, membership on CHANGES TO DIRECTOR AND COMMITTEE MEMBER two committees) 100,000 175,000 COMPENSATION Committee Chair Retainers Based on the benchmarking process described above, the following Audit Committee, Risk Committee 35,000 35,000 changes to director compensation were effective on May 1, 2019: HR Committee 25,000 25,000 1. The director retainer was increased to $175,000 from $100,000. The GCR Committee 20,000 20,000 retainer includes a minimum equity retainer component (DSUs) of $80,000 (increased from $50,000), and cash retainer component of LAP 10,000 10,000 $95,000 (increased from $50,000). Directors may choose to receive Committee Member Retainers all or a portion of any cash compensation in the form of DSUs. Audit Committee, Risk Committee 25,000 Eliminated 2. The Chair of the Board retainer was increased to $350,000 from $275,000. This increase reflects the same $75,000 increase in total HR Committee 15,000 Eliminated compensation received by the other directors. Of the Chair of the GCR Committee 10,000 Eliminated Board retainer, a minimum of $80,000 must be provided in equity Additional Retainer for director serving (DSUs). The Chair of the Board may choose to receive all or a portion on both Audit and Risk Committees None 15,000 of any cash compensation in the form of DSUs. 3. There were no changes to committee Chair cash retainers. Meeting Attendance Fee Committee Chairs may choose to receive all or a portion of any cash LAP 1,500 1,500 compensation in the form of DSUs. 4. Except as noted under point 5 below, all committee member retainers were eliminated in recognition of the relatively even

Canadian Western Bank Management Proxy Circular 16

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DEFERRED SHARE UNIT PLAN Effective May 1, 2019, each director (including the Chair of the Board) at the time it is redeemed is equal to the average daily volume receives a minimum of $80,000 of their annual director retainer in the weighted trading price of a CWB common share on the applicable date form of DSUs (representing an increase to $80,000 from $50,000), and and the four consecutive trading days immediately prior to that date. may elect to receive all or part of any cash remuneration in the form of DSUs earn notional dividends at the same rate that dividends are paid DSUs. Six directors elected to receive a higher proportion of DSUs than on CWB’s common shares. Notional DSU dividends are reinvested into the minimum. additional DSUs.

The DSU Plan promotes a greater alignment of long­term interests DSUs are fully vested when issued and are counted as common shares between our directors and shareholders by linking a portion of annual (on a one­for­one basis) for determining whether a director has met the director compensation to the future value of CWB common shares. minimum director equity requirement.

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 DIRECTOR TOTAL COMPENSATION Below are the amounts, before withholdings, earned by the independent directors during fiscal 2019 for membership and attendanceon the Board and its committees:

Fee Breakdown Committee Member and Board Retainer ($) Chair Retainer(2) ($) All Other Total Director Name In Cash In DSUs In Cash In DSUs LAP Fees ($) Compensation ($) Compensation ($)

Albrecht W.A. Bellstedt(1) 37,500 12,500 22,500 ­ 4,500 5,000(3) 82,000 Andrew J. Bibby 72,500 65,000 25,000 ­ 7,500 ­ 170,000 Linda M.O. Hohol 72,500 65,000 20,000 ­ 4,500 ­ 162,000 Robert A. Manning 37,500 100,000 30,000 12,500 1,500 ­ 181,500 E. Gay Mitchell ­ 112,500 8,750 ­ 4,500 ­ 125,750 Sarah A. Morgan­Silvester 72,500 65,000 42,500 ­ 7,500 ­ 187,500 Margaret J. Mulligan ­ 137,500 ­ 32,500 ­ ­ 170,000 Robert L. Phillips(4) 175,000 100,000 37,500 ­ 6,000 ­ 318,500 Raymond J. Protti 72,500 65,000 8,750 8,750 1,500 ­ 156,500 Ian M. Reid 72,500 65,000 21,250 11,250 7,500 ­ 177,500 H. Sanford Riley ­ 137,500 20,000 ­ ­ ­ 157,500 Alan M. Rowe 12,500 125,000 6,250 31,250 3,000 ­ 178,000

(1) Mr. Bellstedt retired from the Board effective April 4, 2019. (2) Includes the committee retainers prior to May 1, 2019. (3) In recognition of Mr. Bellstedt’s retirement after 24 years of Board service, we made a $5,000 charitable donation in his honour. (4) Includes the Chair of the Board retainer.

In the fiscal year ended October 31, 2019, independent directors earned a total of $2,061,750 in retainers and fees. DIRECTORS’ EQUITY REQUIREMENTS We believe that minimum equity holdings for directors creates greater the higher of the closing price on the TSX on the assessment date or on alignment of the interests of our directors and shareholders. Effective the acquisition date. We assess compliance with this requirement May 1, 2019, the Board changed the directors’ equity requirements. annually on October 31. All nominated directors met or exceeded their Directors must now hold, either directly or indirectly, CWB common requirement as of October 31, 2019. shares or DSUs with a value equivalent to six times the maximum annual Directors are prohibited from directly or indirectly entering into short cash component of the director retainer. This change increased the sales, or buying or selling a call or put in respect of CWB’s securities. In minimum directors’ equity requirement, including for the Chair of the addition, directors are not permitted to enter into non­recourse pledges Board, to $570,000 from $500,000. Directors have three years, until of CWB securities or to purchase financial instruments (including prepaid May 1, 2022, to meet this increased equity requirement. Newly elected variable forward contracts, equity swaps, collars or units of exchange directors have three years from their initial appointment to meet the funds) designed to hedge or offset a decrease in the market value of equity requirement. CWB equity securities granted as compensation or held, directly or For the purpose of determining whether directors meet the minimum indirectly, by the director. equity requirement, CWB common shares and DSUs are valued using

17 Canadian Western Bank Management Proxy Circular

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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, We ensure that our governance policies meet or exceed the founded on the principles of integrity and accountability. Our corporate requirements of our regulators, including OSFI, the Canadian Securities policies and practices foster ethical conduct, promote responsible Administrators, and the TSX. In addition, we consider, and where business practices, and ensure CWB is managed to build long­term appropriate will adopt, new corporate governance best practices put shareholder and stakeholder value. forward by governance institutions, academics, industry groups, and groups that represent the interests of our shareholders and other Our corporate governance framework is supported by clearly defined stakeholders. 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, and makes recommendations to the Board to enhance corporate governance and Board effectiveness.

Canadian Western Bank Management Proxy Circular 18

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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 11 director nominees 6, 15

Board independence 10 of 11 director nominees are independent 23

Formal Mandate for Board, Board Committees and Board Chair  19, 20

Separate Chair and CEO positions  23

Annually elect directors  6, 8, 15

Elect directors individually (not by slate)  23

Majority voting policy for directors  23

Board diversity policy  24

Share ownership requirements for directors  17

Share ownership requirements for executives  35, 36

Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO  20, 33

Retirement age for directors 75 23

Code of business conduct and ethics rooted in our values  23

Orientation and continuing education program for directors  25

Annual advisory vote on executive compensation  6, 32

Formal assessment process for the Board, Chair of the Board and committee Chairs  26

Shareholder engagement program  24

OUR BOARD OF DIRECTORS MANDATE AND ROLE OF THE BOARD The Board’s primary responsibilities are to approve and oversee items Mandates for the Board, Chair of the Board, committee Chairs and each essential to the prudential oversight of CWB, such as strategy, risk committee, are incorporated by reference into this Circular and appetite, capital plans and key policies, and to provide challenge, advice available in the Corporate Governance section of CWB’s website at and guidance to CWB’s senior management. The Board has plenary www.cwb.com/corporate­governance. In addition, a comprehensive list power and exercises overall accountability for the management and of directors’ obligations under the Bank Act, OSFI Guidelines, and Canadian securities laws has been documented and cross­referenced supervision of CWB’s affairs. The Board has responsibility to determine against the mandate of the Board and each of its committees to ensure CWB’s approach to governance issues, including ethical conduct, based that the Board fulfils all of its obligations. on recommendations and reports from the GCR Committee. The Board is responsible for establishing appropriate mandates and procedures to Although the Board delegates certain matters and decisions to ensure that the Board, Board committees and individual directors management, the Bank Act requires the Board to perform certain function independently of management. functions, including approving financial statements, issuing shares, and declaring dividends. As part of the delegation of authority to The Board has developed a mandate, which is reviewed annually, that management, the Board establishes certain limits and thresholds, which, sets out the Board’s purpose, organization, duties, and responsibilities. if exceeded, require Board approval.

19 Canadian Western Bank Management Proxy Circular

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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 detailed in the reports starting on page 27.

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 (including one of the Audit or Risk Committees), and the GCR Committee as set out in its mandate. regularly reviews and considers each committee’s composition. The CHAIR MANDATES Chair of the Board serves on all of the Board committees. The diagram above provides an overview of the current Board committees. Effective The Board has developed written mandates for the Chair of the Board April 4, 2019, Mr. Reid succeeded Mr. Bellstedt as Chair of the GCR and for the Chairs of our Board committees, copies of which are Committee and Mr. Bibby succeeded Mr. Reid as Chair of the LAP. available in the Corporate Governance section of our website at Mr. Fowler, as a management director, does not serve on any www.cwb.com/corporate­governance. committees, with the exception of the Risk Committee’s LAP in 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 LAP in consultation with the SVP, Credit Risk Management, and is overseen by the Risk Committee.

Canadian Western Bank Management Proxy Circular 20

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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 cross­dimensional 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 works with management to promote a culture of integrity, and a safe, respectful and inclusive environment for our people and clients alike. Strategic Direction • One of the Board’s key mandates and priorities is to oversee the development of our strategic direction and management’s execution of our strategic goals.

• In fiscal 2019, the Board dedicated one and one­half days to a comprehensive review of our strategic direction.

• Quarterly, the Board receives strategy updates and considers refinements to our strategic direction.

Responsible Governance • The GCR Committee reviews best and developing corporate governance practices and refines our policies, as appropriate.

• The GCR Committee continually monitors 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 Chief Internal Auditor reports to the Board (through the Audit Committee) on the effectiveness of risk management, governance, and internal controls.

Executive Compensation • The HR Committee, on behalf of the Board, oversees our executive compensation program. For detailed information and Performance about our executive compensation program, please see the “Compensation Discussion and Analysis” section, beginning on page 33.

Leadership Development and • Our succession planning strategy focuses on identifying and developing individuals, including senior management, 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. Third­party 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 Board dinners 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 risk management 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.

21 Canadian Western Bank Management Proxy Circular

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Board of Directors

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

Chief Risk Officer Chief Executive Officer Chief Internal Auditor

Regulatory and Reputation Executive Risk Committee Group Risk Disclosure Committee

Group Model Risk Group Group Group Group Operational and Credit Risk Capital Risk Forecasting ALCO Risk Deployment Committee Committee Committee Committee Committees

Capital Market Operational ICAAP Economic Model Credit Liquidity • Regulatory Stress • Technology Forecasting Risk 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 principal risks that CWB’s operations are exposed to, please refer to the 2019 MD&A available in the Investor Relations section of CWB’s website atwww.cwb.com/investor­relations under the heading “Annual Report and Annual Meeting”. It has also been filed, and is available, on SEDAR at www.sedar.com.

Canadian Western Bank Management Proxy Circular 22

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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 the governance. shareholder meeting enables shareholders to vote separately, in favour The GCR Committee oversees our Ethics Program, managed by an of or to withhold from voting, for each nominee. At the meeting, the internal Ethics Committee comprised of senior leadership and chaired Chair will call for a vote by ballot and the scrutineers will record, with by the Chief Ethics Officer. The Ethics Program’s objective is to strengthen respect to each nominee, the number of shares in their favour and the and reinforce our ethical culture. The Ethics Program’s priorities are to number of shares withheld from voting. If the number of shares withheld promote, raise awareness and provide training in respect of our exceeds the number of shares voted in favour of a particular nominee, standards of conduct and core values, identify concerns with respect to then, for the purpose of our Majority Voting Policy, the nominee shall be acting in accordance with these expectations, and promptly, fairly, and considered to not have received the shareholders’ support, even though decisively address these concerns. Employees are encouraged to raise the nominee will have been duly elected as a matter of corporate law. issues or report ethical concerns through one of our communication A director who is elected but does not receive a majority of votes in their channels, including an anonymous, third­party provided Ethics Hotline. favour is expected to immediately submit their resignation to the Board. Our promotion of ethical conduct and honest dealings with the public is The GCR Committee will promptly consider the director’s resignation embedded in other internal policies and procedures, including a policy and make a recommendation to the Board whether to accept it. In for related party transactions. In the event a director or executive officer making its recommendation, the GCR Committee will consider the has a material interest in any transaction or agreement considered by potential cause of the withheld votes, the director’s skills and attributes, the Board or any Board committee, such interest must be declared and the overall Board composition, and whether accepting the resignation recorded in the minutes of the meeting, and the director or executive would cause CWB to fail to meet a regulatory requirement. Any director officer must vacate the meeting while the transaction or agreement is who tenders their resignation will not participate in the deliberations being discussed. The GCR Committee’s responsibilities include unless the remaining directors do not constitute a quorum, in which case establishing procedures to ensure related party transactions are all directors may participate in the deliberations. Within 90 days of disclosed and reviewed in accordance with the Bank Act’s requirements. receiving the final voting results, the Board will issue a press release announcing that it has accepted the director’s resignation or explaining We are also committed to responding to and addressing the concerns its reasons for not accepting the resignation. If the resignation is of our clients. We have engaged an independent Ombudsman to receive accepted, subject to any corporate law restrictions, the Board may leave complaints from banking clients who are unable to obtain satisfaction the resultant vacancy unfilled until the next annual general meeting, fill from our internal complaint­handling process. the vacancy by appointing a new director whom the Board considers to INDEPENDENCE merit the confidence of the shareholders, or call a special meeting of shareholders at which one or more director nominees will be presented The GCR Committee has reviewed each director’s status to determine to shareholders to fill the vacant position or positions. With Mr. Rowe’s whether each director is “independent” as defined in National retirement effective April 2, 2020, the size of the Board will decrease to Instrument 58­101 Disclosure of Corporate Governance Practices 11 directors. (NI 58­101) or “affiliated” as defined by the regulations set forth in the Bank Act. Each director completes a self­assessment questionnaire and Our Majority Voting Policy does not apply to a contested election where the GCR Committee reviews the responses. As a result of this review, the number of nominees exceeds the number of directors to be elected. and after considering all business, charitable, and family relationships Each nominee for election to the Board must agree to the policy before among the directors and CWB, the GCR Committee has determined that their name is recommended for election to shareholders. In the event each of the director nominees, except Mr. Fowler, (or 91% of the Board) any director fails to tender their resignation in accordance with the are both independent and not affiliated with CWB. Mr. Fowler is not policy, the Board will not re­nominate the director. independent and is affiliated with CWB as a result of his position as CEO IN CAMERA MEETINGS of CWB. Under the Bank Act, the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating In order to facilitate an open and candid discussion among independent the roles of CEO and Chair of the Board allows the Board to effectively directors, a portion of every Board and committee meeting is reserved oversee management, enhance accountability, and avoid potential for independent directors to meet in camera without management or conflicts of interest. non­independent directors present. ETHICAL BUSINESS CONDUCT 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 We have a strong ethical culture based upon our core values: People market terms and conditions. first, Relationships get results, Embrace the new, The how matters, and Inclusion has power. These values are reflected in our Code, which sets DIRECTOR TENURE standards of legal, ethical, and responsible behaviour. The GCR The average tenure of nominated directors is 9.6 years. The Board has Committee annually reviews the Code to ensure it remains consistent not adopted a term limit for directors, but has a mandated retirement with best practices, and recommends it to the Board for approval. All age of 75, after which the director cannot stand for re­election. The directors, officers, and employees are required to comply with the Code notional objective of term limits is to encourage board turnover, and must annually acknowledge their commitment to abide by it. The introduce new perspectives, and retain independence. However, the Code is available on the Corporate Governance section of our website Board does not believe that term limits are in the best interest of CWB.

23 Canadian Western Bank Management Proxy Circular

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Imposing director term limits on a board implicitly discounts the value directors on the Board. The policy set a target that at least 25% of the of experience and continuity amongst board members and runs the risk Board be comprised of women by the end of 2018. The Chair of the of excluding experienced and potentially valuable board members as a Board and the President and CEO are members of the 30% Club Canada, result of an arbitrary determination. an organization that supports the aspirational goal of 30% of corporate board positions held by women. The Board has struck the right balance between experience, continuity, fresh perspectives and diversity of thought without mandated term With current director nominees, 36% of the Board (4 of 11 directors) will limits. The effectiveness of this approach is demonstrated by the fact be comprised of women, surpassing the targets in both our Corporate that 73% of director nominees have served for ten years or less. The Governance Policy and the 30% Club. chart below shows the tenure of director nominees standing for election Director Nominees who are Women at the 2020 meeting.

36% 0 - 5 years (3) 27% Director Nominees 6 - 10 years (5) 46% who are Women (4) 11+ years (3) 27%

64% Men (7)

OTHER PUBLIC COMPANY DIRECTORSHIPS AND INTERLOCKING DIRECTORSHIPS POLICIES REGARDING REPRESENTATION OF WOMEN IN EXECUTIVE OFFICER POSITIONS We recognize that Board membership requires a significant dedication Our Corporate Governance Policy requires the Board, when appointing of time. The Board has considered limiting the number of public any member of the Executive Committee, to consider, among other company directorships its directors can hold, but decided not to things, the age, gender, ethnic, and geographic diversity of the Executive implement such a policy at this time. The Board believes that its director Committee, with a target that at least 25% of the Executive Committee assessment program (described in detail below) is the best method to be comprised of women. Currently, two of seven members of the ensure that each Board member remains accountable and continues to Executive Committee (29%) are women. effectively discharge their duties as a director of CWB. Execuve Commiee Members who are Women While all other directors currently serve on, in addition to CWB, two or fewer public company boards, Mr. Phillips serves on four additional public company boards; however, Mr. Phillips will retire from the board of Maxar Technologies Inc. in May 2020, at which time he will only serve 29% on four public company boards (including CWB). The GCR Committee monitors the outside boards on which CWB’s directors serve to Execuve determine if there are circumstances which may impact the director’s Commiee ability to devote the necessary time and attention, or to discharge their Members who duties and act effectively and in CWB’s best interest. This determination are Women (2) is based on the director’s understanding of our business and their contribution and attendance record at Board and committee meetings. 71% Men (5)

The Board has not implemented a policy on interlocking public board memberships. The Board reviews any interlocking public board SHAREHOLDER ENGAGEMENT memberships on a case­by­case basis to determine if these will impact the directors’ ability to act in CWB’s best interest. There are currently We are committed to transparent and effective communication with our no interlocking public board memberships. shareholders. In support of this commitment, the Board has developed practices to facilitate shareholder engagement. POLICIES REGARDING BOARD DIVERSITY The Board recognizes the value and importance of diversity of thought We engage in regular communication with financial analysts and both at the Board level and within CWB. In accordance with our institutional investors. Our quarterly earnings conference calls with Corporate Governance Policy, the GCR Committee considers a number analysts and institutional investors are broadcast live online, and of factors when seeking new directors for nomination, including age, archived on our website for 60 days. The calls are accessible on a live gender, ethnic, and geographic diversity. The Board adopted a policy in and recorded basis via telephone to interested investors, the media, and 2014 with the goal of increasing the number of women who serve as members of the public.

Canadian Western Bank Management Proxy Circular 24

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We promptly respond to inquiries and requests for information from from our shareholders who may communicate with the Chair of the shareholders, investors and other stakeholders. Our Investor Relations Board at [email protected] or our Corporate Secretary at group is responsible for maintaining communications with the investing [email protected], or in writing at the address provided public and can be contacted at [email protected], or by in this Circular. telephone or mail. Investor Relations contact information and all We also solicit feedback from our shareholders through our “say on pay” significant disclosure documents and news releases are provided on our advisory resolution on executive compensation. website at www.cwb.com/investor­relations. We encourage feedback DIRECTOR DEVELOPMENT AND ASSESSMENT NEW DIRECTOR ORIENTATION ONGOING DIRECTOR EDUCATION We provide each new director with a two­day orientation where the Our continuing education program assists directors to maintain and director has the opportunity to meet with senior management. During enhance their knowledge, skills, and abilities. Directors are kept these meetings, management provides the new director with an informed through reports and presentations at the quarterly Board overview of our business, strategic direction, operations, initiatives, and meetings as to matters that impact or may impact our operations, and risk management framework. New directors receive an orientation 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 2019 follow. All directors attended each session, industry. We encourage each new director to attend at least one meeting other than the December 2018 session, which was held prior to of each Board committee during their first year as a director of CWB. Ms. Mitchell’s appointment to the Board.

Date Provided to Topic Presented by December 2018 Board Information Security Program EVP, Chief Information Officer Chief Information Security Officer Board Branch Deposit Growth EVP, Banking March 2019 Board CWB National Leasing President and CEO, CWB National Leasing Board Brand and Culture SVP, Client Solutions VP, Marketing VP, Strategy and Corporate Development April 2019 Board Strategy Mid­Cycle Review Executive Management

Board Shareholder Sentiment Analysis External presenter

Board Canadian Financial Services Sector Analysis External presenter

Board Three Lines of Defence: Demand Account VP and Chief Internal Auditor Opening and Commercial Credit Process EVP, Business Transformation

Board AIRB: Risk Sensitivity, Economic Capital/Internal EVP and CRO Capital Adequacy Assessment Processes (ICAAP) and Post AIRB Strategies

Board AIRB: Chief Risk Officer and Chief Internal VP, Chief Internal Auditor Auditor Attestations

Board Liquidity and Funding SVP and Treasurer May 2019 Board 2019 Strategic Direction Executive Management August 2019 Board OSFI Key Themes Superintendent of Financial Institutions, OSFI

Board Digital Strategy EVP, Banking

Board CWB Financial Group Recovery Plan VP, Integrated Risk Management

Board Information Services Strategic Plan EVP, Chief Information Officer

Board CWB Wealth Management Strategic Plan EVP, Business Transformation Each quarter Board Cyber Security EVP, 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.

25 Canadian Western Bank Management Proxy Circular

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BOARD AND DIRECTOR ASSESSMENTS In response to the Board’s commitment to effective corporate governance, we have implemented a two­pronged annual internal evaluation process and a periodic independent assessment process.

Assessment Participants Process

Board Feedback Directors • In “even” years, participants assess the effectiveness of the Board as a whole.

• In 2018, each director completed a survey to assess the Board’s functioning. The survey included both quantitative and qualitative assessments related to the Board’s core competencies, and the effectiveness of the Board’s oversight of management, the audit function, strategy and risk, as well as the effectiveness of the Board’s committees.

• The Chair of the Board personally met with each director. The GCR Committee reviewed the quantitative assessments and the Chair of the Board’s report.

• The assessment confirmed that the Board is functioning very well while at the same time acknowledging opportunities for continuous improvement.

Individual Directors, Chair of Directors • In “odd” years, participants assess the effectiveness of their peers, the Chair of the Board, and the the Board, Committee Chairs Chairs of the committees in regard to their performance as chairs. The peer evaluation process is Feedback intended to ensure that each director contributes to CWB’s ongoing stewardship. Directors provide each other with suggestions on how they can improve.

• 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.

• In 2019, each director 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, communications and knowledge. The Chair of the GCR Committee personally met with each director. The quantitative assessments and the Chair of the GCR Committee’s report were reviewed by the GCR Committee.

• While the survey assessment results were very positive, 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.

• An independent assessment was last undertaken in 2014.

Canadian Western Bank Management Proxy Circular 26

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COMMITTEE REPORTS Each committee has provided a report below that describes its responsibilities and key 2019 activities. The table on page 13 sets outthe 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 atwww.cwb.com/corporate­governance . The Audit Committee’s mandate is also included in the 2019 Annual Information Form that is available on CWB’s website at www.cwb.com/annual­information­form 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 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 CWB’s website at www.cwb.com/corporate­governance. H. Sanford Riley Fiscal 2019 Highlights Alan M. Rowe • Reviewed and recommended for approval by the Board the annual and interim earnings Each Audit Committee member meets the releases, financial statements and MD&A, and the Annual Information Form. standard for independence and is “financially literate” within the meaning of the rules of the • Reviewed and recommended for approval to the boards of certain CWB subsidiaries, the Canadian Securities Administrators. A review of annual financial statements of such entities. each Audit Committee member’s education and • Updated and approved the Audit Committee mandate, and EVP and CFO Position Description. experience may be found in the 2019 Annual Information Form that is available on CWB’s • Received and reviewed quarterly reporting from management’s Disclosure Committee.

website at www.cwb.com/annual­information­form • Reviewed management’s Environmental, Social and Governance (ESG) disclosure strategy. and has been filed on SEDAR at www.sedar.com. • Reviewed quarterly reports concerning the adequacy of allowances for credit losses Meetings: 6. Four quarterly plus two joint established under IFRS 9. meetings with the Risk Committee. • Received and reviewed quarterly reports from the CFO, which included detailed discussion of At each quarterly meeting, the Audit Committee: CWB Financial Group financial results, notice of significant disclosure changes, and analysis of updates to accounting standards and practices (including financial instruments and leases), • met separately with KPMG; as well as other relevant matters of interest to CWB Financial Group. • met separately with the CFO; • Reviewed and approved the risk­based 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 regarding the AIRB program.

• Approved the budget, mandate, and resourcing for the finance function.

• Reviewed and confirmed KPMG’s independence as the external auditors for CWB and certain subsidiaries, and approved the audit plan for fiscal 2019.

• Received and discussed KPMG’s reports on the annual and interim financial results.

• Approved the policy to engage external auditors for non­audit services and procedures for receiving complaints or concerns regarding accounting, internal accounting controls or audit matters.

• Assessed the effectiveness of the finance and internal audit functions.

• Conducted both the annual and comprehensive assessments of the quality of the external audit.

• Receives reports from the anonymous whistleblower hotline and Ethics Program, if any, with respect to reports concerning accounting, internal controls, auditing matters or fraud.

27 Canadian Western Bank Management Proxy Circular

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GCR COMMITTEE REPORT Ian M. Reid (Chair) The GCR Committee oversees CWB’s governance policies and practices, identifies and recommends candidates for election to the Board, develops the process and policies for E. Gay Mitchell compensating Board members, assesses Board and director effectiveness, and reviews the Robert L. Phillips composition of the Board and its committees. The GCR Committee also monitors compliance with the self­dealing provisions of the Bank Act, serves as the conduct review committee and Raymond J. Protti the consumer matters committee for CWB and each of its federally regulated subsidiaries. Each GCR Committee member is “independent” The mandate for the GCR Committee is available in the Corporate Governance section of CWB’s within the meaning of the Canadian Securities website at www.cwb.com/corporate­governance. Administrators’ rules. Fiscal 2019 Highlights Meetings: 4 • Reviewed CWB’s governance practices and Board and committee mandates to ensure At each meeting, the GCR Committee: compliance with applicable legal and regulatory requirements, including the OSFI Corporate • met separately with the General Counsel; Governance Guideline.

• met separately with the CCRO (effective • Updated the mandates for the GCR Committee, the Board, the Board Chair and the committee May 2019); and Chairs.

• met in camera with management absent. • Considered emerging best governance practices to assess whether such practices are appropriate for CWB. Annually, the GCR Committee meets separately with the Chief Anti­Money Laundering Officer. • Recommended continuing Board education presentations on current trends and challenges in the financial services sector.

• Conducted the biennial assessment of the directors, which did not identify any specific areas of concern.

• Reviewed Board composition, diversity, and effectiveness, and considered potential director candidates and director succession planning.

• Assumed oversight for the regulatory compliance function (effective May 2019) from the Risk Committee as well as litigation risk (effective May 2019) and the investigations function (effective August 2019) from the Audit Committee.

• Refreshed and approved the Self­dealing Policy, Corporate Disclosure Policy, Share Trading Restrictions Policy and Assessment of Responsible Persons Policy. Approved the Legal, Regulatory Compliance and Reputation Risk Policy.

• Received the report on the effectiveness of procedures to use and disclose confidential information, handle customer complaints and manage conflicts of interest and other consumer protection provisions.

• Approved the amended Code.

• Reviewed quarterly reports regarding the Ethics Program.

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HR COMMITTEE REPORT Alan M. Rowe (Chair) The HR Committee assists the Board in overseeing CWB’s: compensation practices and programs; the hiring, promotion and compensation of the executive officers; effective talent management, Andrew J. Bibby development and succession planning; employee engagement; and progress and plans with Linda M.O. Hohol respect to employment equity, diversity and inclusion.

Robert A. Manning The mandate for the HR Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate­governance. Sarah A. Morgan­Silvester Fiscal 2019 Highlights Robert L. Phillips • Engaged Meridian to advise on an appropriate compensation group for benchmarking H. Sanford Riley executive compensation and approved use of existing peer group for fiscal 2019. No HR Committee member currently serves as • Engaged Meridian to conduct a comprehensive review of executive compensation to ensure the CEO of a public company. market competitiveness and alignment with best governance practices.

Meetings: 5 • Engaged Meridian to review our PSU Plan design. Approved changes to the relative TSR peer At each meeting, the HR Committee: group and certain other aspects of the fiscal 2020 PSU Plan design.

• Approved amendments to our Compensation Recoupment Policy and reviewed executive • met separately with the EVP, HR and CC; equity requirements against market best practices. • met separately with Meridian, the Board’s compensation consultant; and • Reviewed proposed legislative changes to the taxation of stock options and considered the impact of such changes on our long­term incentive strategies. • met in camera with management absent. • Recommended to the Board the annual salary adjustment and short­ and long­term incentives for the CEO and approved these for other executive officers.

• Established the fiscal 2019 STIP performance objectives for the CEO and other executive officers and reviewed an evaluation of the performance of each executive officer.

• Awarded grants under the SIP, RSU Plan and PSU Plan and established performance criteria for grants under the PSU Plan.

• Reviewed on a quarterly basis the interim achievement against objectives set for STIP and unvested PSU grants.

• Approved final payout factors for PSUs vesting in fiscal 2019 (covering the fiscal 2016 – 2018 performance period).

• Reviewed and approved new sales incentive plans for implementation in fiscal 2020.

• Reviewed updates on the implementation of CWB’s salary and grading structure and the transition to the Workday human capital management system across all CWB Financial Group companies.

• Reviewed and approved position descriptions for the CEO and other executive officers.

• 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.

• Received a report from management on our learning and development strategy and 2020 priorities.

• Reviewed CWB’s progress and plans with respect to employment equity, diversity and inclusion.

• Received regular reports on talent acquisition, attrition, key talent development, total rewards, learning and engagement initiatives, in addition to other significant HR matters.

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RISK COMMITTEE REPORT Sarah A. Morgan­Silvester (Chair) The Risk Committee assists the Board in overseeing risk management at CWB and balancing risks and opportunities while ensuring that management has policies, standards and guidelines in Andrew J. Bibby place to identify and effectively manage the significant risks to which CWB is exposed. The Linda M.O. Hohol primary goal of risk management is to ensure that the outcomes of risk­taking are consistent with our business activities, strategies, and risk appetite. E. Gay Mitchell The Risk Committee’s responsibilities include oversight of risk identification, measurement, and Margaret J. Mulligan management by CWB’s Three Lines of Defence functions in accordance with CWB’s ERM Robert L. Phillips Framework and Risk Appetite Framework Policies.

Ian M. Reid 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 Meetings: 6. Four quarterly meetings plus two deals with loans to, or guaranteed by, a foreign country and makes recommendations to the joint meetings with the Audit Committee. Board for credit applications in excess of the lending limits prescribed under the CWB Risk At each quarterly meeting, the Risk Committee: Appetite Policy.

• met separately with the CRO; The mandate for the Risk Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate­governance. • met separately with the CCRO (until May 2019); and Fiscal 2019 Highlights

• met in camera with management absent. • Reviewed and approved the Operational Risk Management Policy, Model Risk Management LAP Policy, Lending Limits Policy, Market Risk Management Policy, Structural Market Risk Policy, Liquidity Risk Management Policy, and Liquidity and Funding Risk Management Policy for the Andrew J. Bibby (Chair) CWB Financial Group.

Each LAP is comprised of three Board members • Received from First and Second Lines of Defence and reviewed quarterly reports on credit as determined from time to time by the LAP risk, market risk, capital risk, operational risk, model governance, data risk management, data Chair and the SVP, Credit Risk Management. governance and, until May 2019, regulatory compliance risk.

Meetings: 10 • Received and reviewed reports on the Three Lines of Defence Implementation, ERM development, and process improvements. The LAP Chair may schedule a panel meeting at any time, as needed. • Received and reviewed quarterly reports on emerged and emerging risks.

• Received quarterly reports on management’s implementation plan for, and progress on, IFRS 9, and reviewed watch and impaired loans, and the adequacy of provisions for risk­based expected credit losses.

• Reviewed and approved target internal capital ratios and capital risk appetite, and recommended approval to the Board of the regulatory capital plan.

• 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 required for the transition.

• Reviewed and approved updated policies related to model and data governance risks.

• Reviewed and approved quarterly migration stress test requirements.

• 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.

• 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.

• Assessed the effectiveness of the risk function.

• Approved the budget, resourcing, and mandate for the ERM function.

Canadian Western Bank Management Proxy Circular 30

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Executive Compensation and Related Information

DEAR FELLOW SHAREHOLDERS:

On behalf of the Board, the HR Committee oversees CWB Financial • Generated operating leverage(1) of negative 1.8%, mainly reflecting Group’s executive compensation program. We are pleased to provide an continued investment in strategic execution. overview of our compensation program and the results for fiscal 2019. • Delivered 8% loan growth, including 15% growth in general commercial loans. Growth from the strategically targeted general Our ability to attract, retain, and engage talented and capable commercial, and equipment financing and leasing categories executives, and our continued focus on rewarding strong, balanced accounted for 73% of the annual increase. Loan growth also included financial and operational performance is key to the execution of our very strong 13% growth in Central and Eastern Canada along with strategic direction and our vision to be the best full­service bank for expansion in every province. business owners in Canada. Our compensation framework reflects • Delivered very strong branch­raised deposit growth of 12%, including CWB’s continued focus on driving growth and creating long­term value 14% growth of demand and notice deposits, contributing to a reduction in the outstanding balance of broker deposits. for our shareholders, all within CWB’s risk appetite. • Maintained strong credit quality with the provision for credit losses representing 21 bp of average loans under IFRS 9, compared to 20 bp Each year, as part of our commitment to proactively manage last year under the previous accounting methodology. compensation risk, we review and refine our compensation program to • Increased our annual common share dividend by 8%. ensure executive pay is linked to performance, aligned with shareholder and stakeholder interests, and reflects best practices. While our pay for Fiscal 2019 Strategic Accomplishments performance decisions begin with a formula, we also have the flexibility to apply considered and informed discretion to the final assessment, • Assessed CWB’s organizational culture and launched our new core where appropriate. values. • Completed a multi­year brand development project and launched TM Working with our external compensation consultant, we undertook a CWB’s new brand promise, Obsessed with your success . • Launched CWB’s “Voice of the Client” program to better understand comprehensive executive compensation benchmarking review in 2019, what matters most to our clients. and approved changes to our target compensation for NEOs to remain • Transitioned to the Great Places to WorkTM Trust Index to measure our competitive with the market, as discussed under the heading employee trust and engagement, with CWB being certified as a “Great “Compensation Benchmarking and Assessment” on page 39. As part of Place to WorkTM”, and a “Best WorkplacesTM in Alberta” for 2019. our LTIP review, we have refined the terms of PSUs to be granted for • Executed key strategic objectives related to geographic and industry fiscal 2020, details of which are provided under the heading “2020 PSU diversification of the loan portfolio. Design” on page 50. • Diversified funding sources, with very strong growth in branch­raised deposits, driven by contributions from CWB branches, Motive CWB’s 2019 Performance Financial, and CWB Trust Services, contributing to a reduction in the For the year ended October 31, 2019, we continued to execute on our outstanding balance of broker deposits. strategy and deliver against our balanced growth objectives. With • Completed five capital markets issuances for total proceeds of $1.3 billion, including issuances of preferred shares, subordinated ongoing profitable growth and very strong capital ratios, we also debentures, and three senior deposit notes. rewarded shareholders with an 8% increase to the common share • Advanced AIRB application towards completion, with submission of dividend compared to 2018. the final application and regulatory approval expected in fiscal 2020. • Continued to enhance our client experience by investing in digital Fiscal 2019 Financial Highlights (compared to 2018) capabilities, maintaining our strategic focus on business • Increased common shareholders’ net income by 7% pre­tax, transformation and process improvement, and developing new and pre­provision income(1) by 6%, and total revenue by 7% to a record more effective products. $862 million. • Completed enterprise­wide integration of the market­leading • Delivered 11.3% adjusted return on common shareholders’ equity(1). Workday human capital management system. • Delivered diluted and adjusted cash earnings(1) per common share of $3.04 and $3.15, up 9% and 5%, respectively.

(1) Non­IFRS measure, defined on page 20 of the 2019 CWB Financial Group Annual Report.

31 Canadian Western Bank Management Proxy Circular

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2019 CEO Performance and Compensation are: People first, Relationships get results, Embrace the new, The how matters and Inclusion as power. Our core values reinforce our cultural In considering CEO compensation, we assess overall performance imperative to build a work environment that is not only equitable, but relative to financial, operational, and strategic objectives established at also inclusive for our evermore diverse employees. Inclusion and the beginning of the year. Details of these compensation performance diversity work in 2019 focused on building employee awareness of targets and results are described on page 42. We also consider CWB’s unconscious bias and the power in our differences, sharing employee progress against its medium and long­term goals and execution of its stories, establishing key governance structures, including employee strategic direction, as described on page 53. As a result, the Board resources groups, and signing on to the United Nations Women’s approved total direct compensation for fiscal 2019 of $2.51 million Empowerment Principles. Our work continues to drive organizational compared to a target of $2.56 million, and $2.61 million awarded in fiscal trust and engagement. With culture as a backdrop, we continue to 2018. Further details of Mr. Fowler’s performance and compensation successfully navigate talent development, senior leadership can be found on page 53. development, succession planning, and organizational design. Mr. Fowler’s compensation recognizes his strong performance and Conclusion leadership during a year with significant culture change, and continued successful progress in executing on CWB’s strategic direction to become The Board, with the HR Committee’s support, is confident in the the best full­service bank for business owners in Canada. decisions we’ve made on executive compensation. We believe CWB’s executive compensation program creates value for our shareholders and Building Tomorrow’s Leaders Today stakeholders, aligns with shareholder interest, and contributes to the achievement of long­term profitable and sustainable growth. We believe Managing our talent and creating a best­in­class employee experience that our current executive compensation program is well aligned with is one of our most important roles. In 2019, the HR Committee spent investor interests and compensates our executives fairly. The results of significant time overseeing management’s initiatives to assess and build our “say on pay” vote reflects this confidence as it received more than CWB’s culture, engagement practices, and talent development 93% support last year. programs, as the foundation for our employees to deliver on CWB’s ambitious organizational transformation plans. With an intentional focus We continue to monitor our compensation program against market on the culture we need to succeed, we supported management’s trends and best practices, and adopt compensation practices we believe implementation of new core values for the organization, which were are appropriate for CWB Financial Group and in the best interests of our brought to life with extensive employee consultation and co­creation. shareholders. If you have any comments or questions related to our These values celebrate what makes CWB special, and also stretch the approach to executive compensation, please provide your feedback by organization in important ways, such as becoming more adaptable and writing to [email protected]. change resilient, while staying focused on the client. These new values

Alan M. Rowe, CPA, CA Robert L. Phillips, Q.C., F.ICD Chair, Human Resources Committee Chair of the Board

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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 • Three members serve as compensation committee members for other in determining compensation, and details of each NEO’s compensation public companies. in fiscal 2019. 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 36. NAMED EXECUTIVE OFFICERS (NEOS) • Christopher H. Fowler, President and CEO Additional information regarding the 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 • Kelly S. Blackett,EVP, HR and CC EXECUTIVE COMPENSATION PHILOSOPHY COMPENSATION GOVERNANCE Our executive compensation philosophy is based on three guiding objectives: The Board appoints knowledgeable and experienced individuals to the HR Committee who have the necessary background, skills and 1. Attract and retain competent and motivated individuals who develop experience in executive compensation, risk management and human and execute our strategic direction, and deliver strong and positive resources matters to fulfil the HR Committee’s obligations to the Board outcomes for our clients, employees and shareholders; and shareholders, and to make inquiries and decisions on the suitability 2. Align compensation with the achievement of CWB Financial Group’s of CWB’s compensation policies and practices. All HR Committee strategic and operational objectives; and members have significant experience in these areas as senior leaders 3. Align compensation with long­term shareholder interests. and directors of other organizations. In particular:

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

Market Competitive • To attract, motivate, and retain talented employees, we offer compensation for executive positions that is competitive inthe 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 their 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 60. In addition, a table showing the actual cash value of compensation paid out and received by NEOs in 2019 and the previous two years is set out on page 61. 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 developed by the Board. • Our pay­for­performance approach motivates employees through short­term and long­term 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 are 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.

33 Canadian Western Bank Management Proxy Circular

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Appropriate Discretion • The HR Committee may exercise considered and informed discretion to adjust STIP, PSU, and RSU awards up or down based on objectives achieved, risk implications, and other external or internal factors affecting financial and operational results not explicitly captured in measured performance. • While STIP 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; and o ensure that incentives remain aligned with CWB’s long­term business strategy and shareholders’ best interests and that STIP 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 the 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 pay­for­performance 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 long­term 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 overe. tim • The following charts illustrate the relative proportions of salary, target STIP, target LTIP and “at risk” compensation for NEOsn i 2019. “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.

PRESIDENT AND CEO EVP AND CFO ALL OTHER NEOS EVP, BANKING

70% 64% 59% At Risk Compensaon At Risk Compensaon At Risk Compensaon

Base Salary 30% Base Salary 36% Base Salary 41% STIP 30% STIP 28% STIP 26% LTIP 40% LTIP 36% LTIP 33%

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 long­term objective to be the best full­service 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, high­performing individuals. We manage this risk by researching and identifying market practices and trends, 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 CWB’s Code, Compensation Recoupment Policy, and other policies, as further discussed below.

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HOW RISK AFFECTS COMPENSATION We believe the alignment of compensation governance practices with risk management principles helps generate long­term 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 long­term shareholder value, a portion of variable compensation is deferred. Executive equity­based compensation is awarded annually and vests over time, meaning a fraction 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 terminationf o employment in certain circumstances, as described under the heading “Compensation Recoupment Policy” below. In addition, both the short­term and long­term 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 the shareholders’ interestsnd a 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 job­related fraud or misconduct; or (iii) a s erious 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 equity­based variable compensation; or

o recoup any realized gains on previously exercised equity­based compensation.

• Applies to CWB senior management at the AVP 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 officers from directly or indirectly entering into:

• short sales or buying or selling a call or a put 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

• non­recourse pledges of CWB securities.

Equity Requirement Policy

Purpose • To align executives’ investment in CWB common shares and common share equivalents with long­term 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.

• EVPs must hold their minimum shareholdings for a period of six months 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 52.

• All employees at the VP levels and higher must invest up to 25% of the net after­tax proceeds of any equity­based 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, 2019.

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Ownership Ownership Total Value of Common Shares, RSUs Requirement Requirement Common Shares, RSUs and PSUs as a Multiple Requirement NEO Multiple ($) and PSUs Held ($)(1) of Salary Met Christopher H. Fowler 5 times annual 3,885,500 6,056,960 7.79 P President and CEO salary Carolyn J. Graham 2 times annual 708,000 1,995,164 5.64 P EVP and CFO salary Stephen H.E. Murphy 0.65 times annual 265,265 1,010,605 2.48 P EVP, Banking salary(2) H. Bogac (Bogie) 1 time annual Ozdemir 333,600 1,046,790 3.14 P salary(3) EVP and CRO Kelly S. Blackett 2 times annual 657,800 993,997 3.02 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 31, 2019 ($33.35 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, 2019 equal to 0.65 times his annual salary. Effective March 10, 2021, his ownership requirement will be equal to two times his annual salary. (3) Mr. Ozdemir’s employment agreement provides for an ownership requirement on October 31, 2019 equal to one time his annual salary. Effective December 8, 2019, 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 and Standards. Based on the most recent review completed in fiscal Standards and industry best practices for assessing conduct. 2018, Meridian concluded that our compensation programs and policies are in compliance with the FSB Principles and Standards and We engage Meridian periodically to complete a risk review of appropriately mitigate compensation risk. Meridian also concluded that compensation plans at the senior executive level and for all other our compensation programs and policies are not reasonably likely to employees, with a particular focus on alignment with the FSB Principles have a material adverse effect on CWB, its business, or its value.

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 Audit Committee. In addition, there are a number of cross­committee memberships. These cross­memberships on Board committees support alignment of compensation and risk control principles.

• The HR Committee, composed entirely of independent directors:

o reviews 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 meetsin 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 engages an independent compensation consultant at least once every two years to review the compensation structure and the executives’ level of compensation.

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FSB Principle CWB Alignment

Employees in financial and risk control • Compensation for employees in oversight functions (risk, audit, compliance, and finance) is based functions must be compensated in a manner on enterprise performance and individual performance, and is independent of the results of that is independent of the business areas they 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 worst­case scenarios, to ensure that goals are suitably calibrated and incorporate appropriate levels of “stretch”.

Compensation outcomes are symmetric with • Short­term 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). Compensation payouts are aligned with the • Stock options and PSUs vest after three years and RSUs vest one­third in each year after time horizon of risks they are awarded, 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 six­month period post­employment. In addition, the CEO is required to hold one­half 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 equity­based compensation or their holdings in CWB securities. The mix of cash, equity, and other forms of • Equity­based compensation as a percentage of total compensation increases with seniority compensation is consistent with risk alignment and the authority of individuals to make decisions that could have a material impact on our risk profile.

USE OF ADJUSTED FINANCIAL MEASURES

Certain adjusted or non­IFRS financial measures, defined in our 2019 and strategies. Adjustments relate to items which we believe are not MD&A, are used in making executive compensation decisions to set indicative of underlying operating performance. compensation performance measures and to assess performance against those measures. Adjusted or non­IFRS financial measures used In fiscal 2019, the adjusted financial measures of adjusted cash earnings for executive compensation purposes are generally consistent from year per share, adjusted return on common shareholders’ equity, and to year, are the key metrics we use to analyze our business results against operating leverage were used in the STIP and PSU plans and were internal budgets and operational plans, and are computed consistently consistent with fiscal 2018 and with the same adjusted measures in the with the same non­IFRS measures in our annual MD&A. Our MD&A MD&A. The HR Committee reviewed those definitions when it approved provides details and reconciliations of the adjusted or non­IFRS financial the STIP and PSU plan designs for the fiscal 2019 awards. measures we use to the comparable metric computed in accordance with IFRS. The Audit Committee recommends the annual MD&A, Other performance measures used in the STIP and PSU programs in fiscal including the non­IFRS measures, to the Board for approval. We believe 2019 included employee engagement, relative TSR, and strategic and/or these measures provide the ability to better understand and analyze operational objectives which do not rely on IFRS financial data. trends related to profitability and the effectiveness of our operations

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INDEPENDENT ANALYSIS FROM EXTERNAL COMPENSATION CONSULTANT The HR Committee benefits from the advice of an external independent In addition, in 2019 Meridian assisted the GCR Committee with: compensation consultant with executive compensation expertise. The HR Committee has retained Meridian since 2015 for support on • revisions to our director compensation structure (including executive compensation matters. Meridian has advised the HR developing model compensation proposals relative to market data Committee that it has no connections to HR Committee members or and a peer group analysis) and director equity ownership guidelines; management that could compromise its independence, and it maintains and policies and procedures designed to prevent conflicts of interest. • reviewed draft public disclosures related to director compensation structure changes. In 2019, services provided by Meridian to the HR Committee included the following: The Chair of the HR Committee oversees any services provided by Meridian to the HR Committee, and is consulted about any services

• reviewed the LTIP (including the relative TSR component of the PSU proposed to be provided by Meridian to CWB management prior to their design) and assisted with design revisions to the program; engagement. This allows the HR Committee to consider whether • reviewed and assisted with policy changes, including the update of Meridian’s ability to act as an independent compensation consultant to our compensation recoupment policy, and review of executive equity the HR Committee may be compromised. In 2019 and 2018, Meridian ownership guidelines; did not provide any services to CWB management. • reported on compensation trends and legislative and regulatory changes, incorporated data from our peer group as well as from other The aggregate fees billed by Meridian over the past two years follow: Canadian financial services companies, and included a recap of proxy advisor findings on our compensation program; Year Ended Year Ended • provided compensation market data benchmarking analysis and October 31, October 31, (1) (1) observations on compensation for our senior executives; 2019 ($) 2018 ($) • independently verified management’s PSU payout calculations for the Meridian fiscal 2016 cycle that ended December 15, 2018; and Executive and director • reviewed the “Compensation Discussion and Analysis” section of the compensation related fees 129,330 106,820 fiscal 2018 Circular. All other fees ­ ­ Total 129,330 106,820

(1) Fees include all applicable taxes. COMPENSATION DECISION-MAKING PROCESS Compensation decisions are guided by our compensation philosophy and principles as described on page 33, and Meridian’s analysis, as described above and on page 39. The following illustration sets out the HR Committee’s compensation decision­making 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 makes recommendations to the HR Committee regarding the near the median range of the comparator market compensation data, level and form of compensation targets for the executive officers, other unless the HR Committee determines that a variance from the median than the CEO. The HR Committee has full discretion to adopt or alter the range is warranted based on factors such as individual performance, CEO’s recommendations, and engages its external compensation relevant experience, tenure, internal equity considerations, and consultant regarding the recommendations. The target compensation retention needs. mix and aggregate compensation package for each NEO is positioned

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Selection of Comparator Peer Group To ensure compensation competitiveness, the HR Committee regularly Committee engages and receives expert advice from its independent evaluates overall executive compensation against a peer group of compensation consultant who provides competitive data and market Canadian organizations that are of comparable size and complexity to trends, and the HR Committee may consider management CWB. recommendations.

At least once every two years, Meridian assists in the determination of In 2019, Meridian conducted a detailed compensation review for the a comparator peer group. In 2019, the HR Committee retained Meridian executive management team, including each component of our total to conduct a comprehensive review of the peer group used for overall compensation. The review concluded that our executive pay program executive compensation benchmarking. As a result of this review, the structure and pay levels were generally well­aligned with peers and HR Committee, after consulting with Meridian, confirmed the following sound compensation practices, with small recommended adjustments selection criteria and peer group, which have been in place since 2017: on some pay elements for fiscal 2020, to address changes in job scope, individual performance, and market data. These changes included Peer Selection Criteria increases in:

• Canadian public companies in the financial sector. • • Financial parameters were used to narrow the field of peers: the target LTIP award for the President and CEO from 130% to 145% o Total company assets was the main screening measure; candidates of base salary; would ideally have assets between 0.33x and 3x the total assets of • the target LTIP award for the EVP and CRO and EVP, HR and CC from CWB, although out­of­range peers were also considered. 80% to 85% of base salary; and o Revenue and market capitalization were used as secondary lenses, • the target STIP award for the EVP, Banking from 75% to 80% of base also with a range between 0.33x and 3x. salary. • Reviewed additional factors such as business descriptions and geographic location for business similarities and direct talent 2. SET CWB AND INDIVIDUAL PERFORMANCE competitors. OBJECTIVES • Considered CWB’s existing compensation benchmarking peers (e.g. The HR Committee establishes financial and non­financial performance companies viewed as significant competitors for business) and to the objectives for compensation purposes. Financial and operational peer groups used by certain other companies in the Canadian performance objectives are based on Board­approved medium­term financial sector. financial and operational performance targets. Non­financial performance objectives include specific strategic initiatives and Comparator Peer Group leadership objectives, focused on delivering strategic results that are • ATB Financial best for people, best for clients and best for investors. The HR Committee • CI Financial Corp. sets target compensation levels for each executive officer based on the • E­L Financial Corporation Limited benchmarking and assessment process described above. In addition, the • ECN Capital Corp. EVP, HR and CC and the external compensation consultant support the • Equitable Group Inc. HR Committee and provide relevant market data and other information • First National Financial Corporation as requested to inform the HR Committee’s deliberations. • Genworth MI Canada Inc. • Home Capital Group Inc. 3. EVALUATE PERFORMANCE AGAINST OBJECTIVES • HSBC Bank Canada Following the end of the fiscal year, the CEO provides the HR Committee • IGM Financial Inc. • iA Financial Corporation Inc. with his assessment of executive officer performance and provides • Intact Financial Corporation recommendations regarding incentive compensation awards. The CEO • Laurentian Bank of Canada also performs a self­assessment of his own performance. The HR • TMX Group Limited Committee then considers CWB’s financial and operational performance by reference to key financial and operational performance metrics, as Compensation Benchmarking and Assessment well as individual executive officer performance on strategic initiatives and leadership objectives. The HR Committee reviews and benchmarks total compensation for our executives against the comparator peer group to ensure we provide 4. DETERMINE PERFORMANCE­BASED COMPENSATION competitive compensation. AWARDS

There are no Canadian publicly traded financial institutions of a similar Based on the achievement of specified financial and operational size with a similar business mix and geographic focus as CWB. As a result, performance metrics and individual performance objectives, the HR the HR Committee also uses executive compensation survey data to help Committee determines the appropriate STIP compensation to be determine base salary and total compensation for senior executives. The awarded to each executive officer for that fiscal year. The HR Committee benchmarking data, along with other relevant factors such as internal also determines the amount of the LTIP pool for the next fiscal year. The equity, are used to develop a target compensation mix and an aggregate HR Committee exercises appropriate discretion to adjust incentive compensation package for each executive position in the median range compensation as described under the heading “Executive Compensation of the comparator market compensation data. Throughout the Philosophy” on page 33. compensation benchmarking and assessment process, the HR

39 Canadian Western Bank Management Proxy Circular

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ELEMENTS OF TOTAL COMPENSATION Total compensation for CWB executives includes the following elements:

1. Base salary 2. Short­term incentive 3. Long­term 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 Short­Term Incentive Rewards executives for creating Cash 1 year At risk shareholder value and achieving specific short­term performance objectives Long­term Incentive Links the executives’ and RSUs(1) 3­7 years At risk shareholders’ interests by PSUs(2) rewarding executives for share price Stock Options(3) appreciation, relative TSR, achieving certain financial results, and achieving strategic initiatives Indirect Compensation Retirement Benefits, ESPP, Invests in employee health and Group RRSP, Ongoing Not at risk Group Benefits, and well­being, and provides funding Supplemental Perquisites for income at retirement Retirement Plan, and ESPP

(1) Vest and pay out in cash one­third of each grant, 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 to reflect additional responsibilities assumed by the executive, to reflect and retain employees. Base salary reflects market competitiveness, the executive’s expanded oversight responsibilities associated with individual performance, tenure, and internal equity. We generally business growth, or to bring an executive’s base salary within the median increase base salary annually within a range provided to all our range of the comparator market compensation data. employees. Additional increases beyond this percentage may be made

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2. SHORT­TERM INCENTIVE Short­Term Incentive Program (STIP)

Purpose • Our STIP program is designed to motivate and reward our employees for achieving financial and operational objectives, and for accomplishments of the individual employee 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 metrics (financial and Determination operational performance, and individual performance):

(1) STIP target is established as a percentage of base salary, which increases with the executive’s seniority

Fiscal 2019 STIP Target President and CEO 100% of Base Salary EVP and CFO 75% of Base Salary EVP, Banking(1) All other NEOs 65% of Base Salary

(1) The HR Committee approved an increase to the EVP, Banking STIP target for fiscal 2020 to 80% from 75%, as discussed under the heading “Compensation Benchmarking and Assessment” on page 39.

(2) Performance multiplier is based on two core metrics 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 award. o These individual goals are used to calculate 30% of the 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. • For fiscal 2019, given the transformational nature of our current strategic plan, the HR Committee established 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 Multiplier STIP Award X (% Varies by NEO X ($) (0% to 150% of = ($) Role) STIP Target)

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

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• The Performance Multiplier for each NEO is calculated as follows:

Financial and Operational Performance Multiplier Individual NEO Performance Performance (0% to 150% of + (30% Weighting) = (70% Weighting) STIP Target)

Total value ranges from The total value ranges from 0%­45% (i.e., 0% to 150% of the 0%­105% (i.e., 0% to 150% 30% weighting given to Individual of the 70% weighting given NEO Performance) based on the Performance multiplier to to Financial and Operational + NEO’s annual = be applied to STIP Target Performance) based on performance against strategic performance relative to initiatives and leadership each metric in this category objectives

• For illustrative purposes, the CEO’s STIP award calculation for fiscal 2019 is shown below:

Base STIP Performance STIP Salary XX=Target Mulplier Award $777,100 100% 93%(1) $726,300

(1) Performance multiplier equal to 93% (rounded) consisting of 53% of the 70% available (76% of target) for financial and operational performance and 40% of the 30% available (135% of target) for individual performance.

Other • The HR Committee understands that strict adherence to formulas for determining the annual performance incentive may lead Discretionary to unintended consequences and not be aligned with creating long­term shareholder value, particularly in a rapidly changing Adjustments 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 33. • 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 2019 STIP Award Details of the metrics related to CWB’s financial and operational performance and their relative weightings for the 2019 STIP awards are set out below. Based on CWB’s fiscal 2019 financial and operational results, the metrics resulted in a financial performance component for NEO STIP at 76% of target (or 53% against the 70% weighting allocated to financial and operational performance). The HR Committee considered whether it wasppropriate a to make adjustments to the calculated results of the STIP quantitative metrics and decided that no adjustments were required.

NEO 2019 STIP Component Weight with Measure Metrics Target Performance at Target 2019 Performance

Adjusted cash earnings per share (EPS)(1) $3.28 30% $3.15

Adjusted return on common shareholders’ equity (ROE)(1) 12.0% 15% 11.3%

Operating leverage(1) Positive 0.2% 15% (1.8%)

Employee engagement(2) Up 3% 10% Up 11% Total and Resulting Award 70% 53%

(1) Non­IFRS measure, defined on page 20 of the 2019 CWB Financial Group Annual Report. (2) Employee engagement is measured based on the Great Places to WorkTM Trust Index.

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3. LONG­TERM INCENTIVE Long­Term Incentive Program (LTIP)

Purpose • The LTIP is designed to attract, motivate, reward and retain employees by aligning our leaders’ interests to create medium­ and long­term 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.

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 2018, grants were awarded for the 2019 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 case­by­case basis by the HR Committee, in its judgment, 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 value for the NEOs for fiscal 2019, together with the grant allocation between PSUs, RSUs, and options, follow: LTIP Allocation LTIP Value (Target)(1) PSUs RSUs Options President and CEO 130% of Base Salary 50% 25% 25% EVP and CFO 100% of Base Salary 50% 25% 25% EVP, Banking All other NEOs 80% of Base Salary 40% 35% 25%

(1) The HR Committee approved changes to the LTIP targets for fiscal 2020, as discussed under the heading “Compensation Benchmarking and Assessment” on page 39.

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Share Incentive Plan (SIP) Overview Plan Category The SIP is an equity compensation plan approved by shareholders.

All figures Maximum Number of 16,932,000 common shares authorized for issuance since the inception of the SIP in 1994 (after adjusting current to Securities Issuable for stock dividends in 2005 and 2007, which each effectively achieved a two­for­one split of CWB’s October 31, common shares), representing 19.41% of all issued and outstanding common shares. 2019

Current Outstanding 1,676,604 common shares are reserved for issuance under existing grants, representing 1.92% of all Options (dilution) issued and outstanding common shares. Number of Securities to While options representing 1,676,604 common shares are outstanding, given the mandatory “Cashless be Issued Upon Settlement of Options” described below, if all outstanding options (vested and unvested) were exercised Exercise of Outstanding at the October 31, 2019 share price, 262,282 common shares would be issued. Options

Weighted Average $28.41 Exercise Price of Outstanding Options

Number of Securities 4,644,457 common shares are available for issuance under future grants, representing 5.32% of all issued Remaining Available for and outstanding common shares. Future Issuance

Options Issued in 2019 380,278 options were issued in fiscal 2019, representing 0.44% of all issued and outstanding common shares at October 31, 2019.

2019 2018 2017 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 0.44% 0.30% 0.38% fiscal year)

Grant • The value of an option on a grant date is determined using a binomial option pricing model. The applicable allocation (based on Determination a percentage of base salary as shown on the table on page 43) 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.

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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 Unvested options are forfeited. Must be exercised by the earlier of the original expiry date and 90 days from the date of resignation. Termination Unvested options are forfeited. Must be exercised by the earlier of the original (with cause) expiry date and 30 days from the date of termination. Termination Unvested options are forfeited. Must be exercised by the earlier of the original (without cause) expiry date and one year from the date of termination. Death Unvested options vest immediately. Must be exercised by the earlier of the original expiry date and two years from the date of death. Retirement Options granted prior to September 2, 2015 vest Options granted prior to September 2, 2015 must be (as defined at the earlier of the original vesting date and one exercised by the earlier of the original expiry date in the SIP) year from the date of retirement and must be and two years from the date of retirement, unless exercised by the earlier of the original expiry date the holder elects to keep the original vesting and and two years from the date of retirement, unless expiry date. Options granted on or after the holder elects to keep the original vesting and September 2, 2015 must be exercised by the original expiry date. Options granted on or after expiry date. September 2, 2015 vest on the original vesting date and must be exercised by the original expiry date.

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

Cashless • In order to reduce dilution, all exercises of options must be settled under the cashless settlement method. The cashless settlement Settlement of method allows for the value of options at the time of exercise to be settled by exchanging the options for “Substituted Rights” Options 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’s­length third party who is not an associate, affiliate, or legal representative of the option holder; o any amendment that expands Participants to include non­employee directors; and o amendments that must be approved by shareholders under applicable law (including, without limitation, the TSX rules, regulations, and policies).

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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 table Determination on page 43) 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 • One­third of each grant vests 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 their 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 table Determination on page 43) 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 their 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 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. The maximum possible performance multiplier is 200% and the minimum is 0%. • 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.

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

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Details of PSU Grants Outstanding in Fiscal 2019 2016 PSU GRANT Compound growth in adjusted cash EPS

PERFORMANCE MULTIPLIER We measured the annual growth rate in adjusted cash EPS component over the three­year performance period. At the time of the grant, PSUs granted in fiscal 2016 vested in December 2018. For these PSUs, performance goal ranges were established based on our medium­term the performance multiplier included the following components: 30% performance target ranges, which provide for 0% payout if no growth based upon overall three­year relative TSR; 30% based upon the was achieved, 100% if target performance of 6% growth was achieved, compound annual growth rate in adjusted cash EPS; and the remaining and 200% if maximum performance of 12% growth was achieved, with 40% based on the achievement of specified strategic initiatives. interpolation between these points.

Strategic initiatives

Relave TSR 30% We determined the strategic initiatives component by analyzing CWB performance against the medium­term strategic initiatives set at the Compound Growth 30% time of grant, consistent with our strategic direction. We established a in Adjusted Cash EPS performance rating scale to assess the degree of goal attainment on each strategic initiative. The PSU performance multiplier for the strategic Specified Strategic 40% initiatives component was: Objecves Assessment of Goal Attainment Performance Multiplier Exceptional Performance 150­200% Three­year relative TSR Above Expectations 110­150% Meets Expectations 90­110% We compared the TSR of CWB common shares over the three­year performance period against the TSRs of a basket of performance Below Expectations 0­90% comparators during the same performance period. We calculated TSR Unsatisfactory 0% using the weighted average trading price of common shares on trading days beginning on December 1, and ending on December 15. For the At the end of the performance period, the HR Committee evaluated 2016 PSU grant, the PSU peer group was adjusted, compared to the 2015 management’s performance on each strategic initiative and determined PSU, to remove insurance companies given the divestiture of our the appropriate performance multiplier. insurance business, with the overall exposure to the financial services sector increased with higher weighting of the TSX Capped Financial Index. The peer group for determining relative TSR to calculate the PSU performance multiplier for the 2016 grant follows:

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%.

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RESULTS

The PSUs granted in fiscal 2016 vested on December 15, 2018, and paid out with an overall performance multiplier of 106%.

Our performance results for each performance metric of the 2016 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 Three­Year TSR 43rd 25% 85% 30% 25.6% Three­Year Compound Growth in Adjusted Cash EPS 7.3% 122% 30% 36.6% Strategic Initiatives 110% 40% 44.0%

• Delivered full­service client growth with a focus on business owners, including geographic and industry diversification. Broaden Client Met 100% 13% 13.3% Relationships • Completed several key acquisitions (CWB Maxium, Expectations CWB Franchise Finance, and a $900 million portfolio of Canadian commercial and vendor finance assets) for increased geographic and industry diversification.

• Grew branch­raised deposits, capital market, and securitization funding sources. Met Build Funding Sources • Implemented various technology, product and 100% 13% 13.3% service, process, and training initiatives for growth Expectations in branch­raised deposits and continued future growth. • Implemented core banking platform to better service clients, and upgraded, implemented or replaced several core infrastructure systems.

• Delivered significant progress on AIRB implementation, including engagement with OSFI.

• Enhanced system capabilities, data management, Exceeded Transform the Business 130% 13% 17.4% and related analytics. Expectations

• Improved the efficiency and effectiveness of practices and processes.

• Drove improvements on employee engagement, leadership capability, and organizational change management. Overall Performance Multiplier (potential of 0% – 200%) 106%

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2017 PSU GRANT

The PSUs granted in fiscal 2017 were structured similarly to those granted in fiscal 2016.

RESULTS

The PSUs granted in fiscal 2017 vested on December 15, 2019, and paid out with an overall performance multiplier of 134%.

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 Three­Year TSR 30th 19% 59% 30% 17.7% Three­Year Compound Growth in Adjusted Cash EPS 11.7% 195% 30% 58.5% Strategic Initiatives 143% 40% 57.4%

• Delivered products, services, structures and people management practices needed to achieve our goal Broaden Client to broaden client relationships. Above 130% 13% 16.9% Relationships • Made strong progress on growth in full service Expectations 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.

• Significant year­over­year improvement in branch­ Above Build Funding Sources 150% 13% 19.5% raised deposits. Expectations

• 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.

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

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2018 AND 2019 PSU GRANTS

The PSUs granted in fiscal 2018 and fiscal 2019 were structured similarly to those granted in fiscal 2016 and fiscal 2017. 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 DESIGN

A number of design changes, based on Meridian’s analysis, were made to the relative TSR component of the PSUs to be granted in fiscal 2020. These changes were made to better align with market practice, to broaden the comparison of performance to more companies with similar 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.

Performance Beginning on November 1, 2019 and ending on October 31, 2022. This change aligns the measurement period with our fiscal year. Cycle Calculated using a 30­day volume weighted average price (VWAP) (calendar, not trading, ending on October 31). Performance Performance measured against the individual constituents of the S&P/TSX Capped Financials Index, and the S&P Canada Small Cap Peer Group Index. Constituents in the S&P Canada Small Cap Index operate in similar markets and have similar market capitalization and share price volatility characteristics as CWB. Benchmark TSR TSR calculated independently for each index weighted as follows: Calculation 60% S&P/TSX Capped Financials Index 40% S&P Canada Small Cap Index

Performance Performance multiplier will be calculated according to the following schedule, with linear interpolation determined between the Multiplier percentile ranks below:

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

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 NEOs and all to 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 Supplemental for the year, the executive may elect to allocate the excess to the Supplemental Retirement Plan. Retirement Plan • If the executive does not make such an election, then the individual’s contribution to the Group RRSP is reduced accordingly. NEOs, SVPs and EVPs are eligible • Our contributions under both plans vest immediately.

• 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 66 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

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STOCK PERFORMANCE GRAPH The following graph shows the cumulative return of $100 invested in compensation earned by the five most highly compensated NEOs(1) over common shares of CWB as at October 31, 2014 until October 31, 2019 the same five­year period. A perfect correlation between TSR and the compared to the cumulative return of $100 invested in the S&P/TSX aggregate compensation earned by the NEOs is not possible given that Composite Index and in the S&P/TSX Financials Index over the same base salary and the STIP are independent of CWB’s share price. period. The graph also demonstrates the trend in total annual

Five­Year 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 2014 2015 2016 20172018 2019

31-Oct-2014 31-Oct-2015 31-Oct-2016 31-Oct-2017 31-Oct-2018 31-Oct-2019 Aggregate NEO Compensaon (right axis) $6.6 $6.7 $6.0 $6.7 $6.7 $6.5 CWB (le axis) $100 $69 $72 $106 $92 $104 S&P/TSX Financials Index (Total Return) (le axis) $100 $100 $112 $136 $132 $150 S&P/TSX Composite Index (Total Return) (le axis) $100 $95 $108 $120 $116 $131

(1) CWB had six NEOs in 2014 and seven NEOs in 2016 rather than five NEOs as in most years. This is a result of Ms. Graham succeeding Ms. Ball as CFO in 2014, and 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 seniorofficers. While the HR Committee does not specifically consider this measure in executive compensation decisions, the following data is provided for 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 consolidated financial statements)(1).

Cost of Management Adjusted Common as a percentage of Aggregate NEO Compensation Shareholders’ Net Income Adjusted Common Shareholders’ Fiscal Year ($ Millions) ($ Millions) Net Income (%) 2019 6.5 276 2.4 2018 6.7 269 2.5 2017 6.7 233 2.9

(1) Adjusted common shareholders’ net income is calculated as total common shareholders’ net income, excluding the amortization of acquisition­related intangible assets and contingent consideration fair value changes, net of tax.

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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 32 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 • $777,100 for the 2019 calendar year.

Short­Term 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.

Long­Term 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. • No minimum award. • Target award is equal to 130% of base salary (level of incentive where performance meets expectations), rising to 145% in fiscal 2020. • LTIP awards are comprised of PSUs (50%), RSUs (25%) and options (25%). All PSUs, RSUs and options vest in 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 66.

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

Non­Compete • 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 one­half 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.

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2019 CEO PERFORMANCE

CWB Strategic Objective Initiative/Performance

Best for Clients • Unveiled an exciting new brand promise to business owners across Canada – Obsessed with your successTM. • Enhanced opportunities to increase the number of multi­product clients. • Delivered on multiple infrastructure and business transformation initiatives to drive efficiencies and client responsiveness.

Best for People • Very strong progress on employee engagement: CWB Financial Group recognized as a Great Place to WorkTM Canada, and one of the Best WorkplacesTM in Alberta. • Made significant headway aligning our culture with our ambitious strategic agenda with the introduction of new core values. • Increased awareness and understanding of our strategic direction across all areas of the organization. • Supported continued investments in succession management, career planning, inclusion and diversity, with strong improvements to female representation at VP and above levels.

Best for Investors • Drove common shareholders’ net income up 7%, pre­tax, pre­provision income(1) up 6%, and total revenue to a record $862 million, up 7%. Delivered 11.3% adjusted return on common shareholders’ equity(1). • Diluted and adjusted cash earnings(1) per common share of $3.04 and $3.15, up 9% and 5% and delivered an 8% increase to CWB’s annual common share dividend. • Solid loan growth of 8% with strong execution against our balanced growth strategic objectives for geographic and industry diversification, including very strong 15% growth in general commercial loans and 13% growth in Central and Eastern Canada. • Very strong branch­raised deposit growth of 12%, including 14% growth of demand and notice deposits, contributing to a reduction in the outstanding balance of broker deposits. • Continued stable credit quality with the IFRS 9 provision for credit losses representing 21 basis points of average loans, compared to 20 basis points last year under the previous accounting methodology. • Accomplished significant progress in CWB’s AIRB implementation program for capital and risk management.

(1) Non­IFRS measure, defined on page 20 of the 2019 CWB Financial Group Annual Report.

2019 CEO COMPENSATION Base Salary Long­Term Incentive Mr. Fowler’s base salary was set by the Board at $777,100 for the 2019 LTIP awards are awarded in December of each year, being the first calendar year, resulting in salary of $773,933 for the 2019 fiscal year. quarter of the fiscal year. In December 2018, the HR Committee granted Short­Term Incentive Mr. Fowler a LTIP award for fiscal 2019 equal to 130% of his calendar 2019 base salary; 50% of Mr. Fowler’s LTIP award was in the form of For fiscal 2019, the Board awarded Mr. Fowler an annual short­term PSUs, 25% in the form of RSUs, and 25% in the form of options. incentive award equal to 93% of base salary, consisting of 53% of the 70% available at target for financial and operational performance (equal to the calculated results for the financial and operational performance component, without adjustment), and 40% of the 30% available at target for exceeding the targets for strategic initiatives and leadership objectives.

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COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2019 Actual Compensaon Mix

$2,610,548 Base salary 31% $2,597,480 $2,510,464 Short-Term incenve 29%

961,480 985,531 1,010,231 Long-Term incenve 40% • Opons 10% • RSUs 10% • PSUs 20%

900,000 870,000 726,300 69% At-Risk Compensaon 736,000 755,017 773,933

2017 2018 2019

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short­term incentive compensation earned in each fiscal year, and the grant­date 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, 2019, and thevalue received by shareholders during that time follow:

Value at December 31, 2019 ($ millions) Value of $100 Total Direct Compensation A B A+B=C To (TDC) Realized Realizable Current To CEO(4) Shareholders(5) Year Awarded(1) Pay(2) Pay(3) Value Period ($) ($) 2015 2.3 2.5 0.0 2.5 10/31/2014 to 12/31/2019 109 100 2016 2.2 2.3 0.6 2.9 10/31/2015 to 12/31/2019 132 145 2017 2.6 2.2 0.2 2.4 10/31/2016 to 12/31/2019 92 138 2018 2.6 1.7 0.6 2.3 10/31/2017 to 12/31/2019 88 94 2019 2.5 1.8 1.5 3.3 10/31/2018 to 12/31/2019 132 108 Average 111 117

(1) Reflects total direct compensation (salary, actual STIP award payout, and grant­date value of LTIP awards) awarded in each fiscal year; these values are also found in the “Summary Compensation Table” on page 60. (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 paid). (3) Realizable pay is the sum of the current value of unvested units granted during the fiscal year and the in­the­money 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, 2019 for each period. (5) Represents the value on December 31, 2019 of a $100 investment in CWB common shares made on the first day of the period indicated, assuming reinvestment of dividends.

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Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 3,777,054 (#) 139,613 Total Value of RSUs(2) ($) 570,418 In­the­Money Value ($) 326,345 (3) Total Value of PSUs ($) 1,709,488 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 6,056,960 (#) 67,306 Minimum Value Under Guidelines ($) 3,885,500 In­the­Money Value ($) 649,839 Total ($) 976,184 Required Multiple of Base Salary 5 Actual Multiple 7.79 (1) Stock option data is disclosed as at October 31, 2019. Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2019. 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 7, which is provided as of January 31, 2020. (2) RSUs are valued based on $33.35, the closing price of CWB common shares on the TSX on October 31, 2019. (3) PSUs are valued using a 100% performance multiplier applied to $33.35, the closing price of CWB common shares on the TSX on October 31, 2019, for the purposes of determining compliance with minimum share ownership requirements.

OTHER NAMED EXECUTIVE OFFICERS 2019 COMPENSATION Base Salary Long­Term Incentive The HR Committee reviewed the base salaries of senior executives in In December 2018, the HR Committee determined the 2019 LTIP awards 2019 to ensure that salary levels are competitive with CWB’s peers and for NEOs, making all grants for fiscal 2019 at target levels for all NEOs. the market in which CWB operates.

Short­Term Incentive Highlights of each NEO’s performance regarding individual strategic initiatives and leadership goals are provided in the following pages. After considering our 2019 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 2019 short­term incentive awards:

Target Award Actual Award Name (% of Base Salary) (% of Base Salary)

Carolyn J. Graham EVP and CFO 75% 70% Stephen H.E. Murphy EVP, Banking 75% 70% H. Bogac (Bogie) Ozdemir EVP and CRO 65% 60% Kelly S. Blackett EVP, HR and CC 65% 61%

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Carolyn J. Graham, EVP and CFO Ms. Graham has served as CWB’s CFO and EVP since October 2014. She is responsible for financial and capital management for CWB Financial Group. In addition, she oversees Treasury, Strategy, Corporate Development, Investor Relations, Regulatory Compliance and Legal Services, and is 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.

2019 PERFORMANCE HIGHLIGHTS

• Provided effective capital management, including the issuance of and • Championed the launch of our new slate of core values: People first, reset of preferred shares, issuance of subordinated debentures and Relationships get results, Embrace the new, The how matters, and effective use of our normal course issuer bid. Inclusion has power. Visible advocate for our equity, diversity and • Led the transition to IFRS 9, effective November 1, 2018. Oversaw inclusion initiatives. continued progress on our Treasury Infrastructure Program.

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2019 Actual Compensaon Mix

$980,683 $954,367 Base salary 37% $868,745 Short-Term incenve 26% 345,400 354,000 269,520 Long-Term incenve 37% • Opons 9% • RSUs 9% 265,000 291,300 247,800 • PSUs 19%

63% 334,225 343,983 352,567 At-Risk Compensaon

20172018 2019

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

Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 1,264,799 (#) 45,396 Total Value of RSUs(2) ($) 204,669 In­the­Money Value ($) 105,545 (3) Total Value of PSUs ($) 525,696 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 1,995,164 (#) 24,987 Minimum Value Under Guidelines ($) 708,000 In­the­Money Value ($) 241,249 Total ($) 346,794 Required Multiple of Base Salary 2 Actual Multiple 5.64 (1) Stock option data is disclosed as at October 31, 2019. Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2019. (2) RSUs are valued based on $33.35, the closing price of CWB common shares on the TSX on October 31, 2019. (3) PSUs are valued using a 100% performance multiplier applied to $33.35, the closing price of CWB common shares on the TSX on October 31, 2019, for the purposes of determining compliance with minimum share ownership requirements.

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Stephen H.E. Murphy, EVP, Banking Mr. Murphy joined CWB and was appointed EVP, Banking in March 2016, and has over 20 years of banking experience. Mr. Murphy’s responsibilities include all branch banking operations (personal and commercial), wealth management, real estate, equipment finance, CWB National Leasing, and specialized finance (corporate lending, CWB Maxium, and CWB Franchise Finance). Prior to joining CWB, Mr. Murphy was a senior officer of a large Canadian bank, where he was responsible for all British Columbia mid­market 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.

2019 PERFORMANCE HIGHLIGHTS

• Continued the implementation of the branch target operating model, • Championed the launch of our new slate of core values: People first, transforming roles and processes to leverage the power of specialization Relationships get results, Embrace the new, The how matters, and and collaboration to deliver a differentiated and efficient client experience. Inclusion has power. Visible advocate for our equity, diversity and • Supported the front­line execution of major organization­wide inclusion initiatives. transformation projects, including launch of new ‘proactive’ brand positioning, the front­line preparations for AIRB, and the development of our digital strategy road map.

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2019 Actual Compensaon Mix $1,101,200 $1,098,050 $1,046,643 Base salary 37% Short-Term incenve 26% 331,610 385,000 408,100 Long-Term incenve 37% • Opons 9% • RSUs 9% • PSUs 19% 351,000 331,200 285,700 63% At-Risk Compensaon 364,033 385,000 404,250

2017 2018 2019

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

Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 170,819 (#) 50,732 Total Value of RSUs(2) ($) 250,025 In­the­Money Value ($) 118,946 (3) Total Value of PSUs ($) 589,761 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 1,010,605 (#) 56,100 Minimum Value Under Guidelines ($) 265,265 In­the­Money Value ($) 541,646 Total ($) 660,592 Required Multiple of Base Salary(4) 0.65 Actual Multiple 2.48 (1) Stock option data is disclosed as at October 31, 2019. Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2019. (2) RSUs are valued based on $33.35, the closing price of CWB common shares on the TSX on October 31, 2019. (3) PSUs are valued using a 100% performance multiplier applied to $33.35, the closing price of CWB common shares on the TSX on October 31, 2019, 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, 2019 equal to 0.65 times 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.

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H. Bogac (Bogie) Ozdemir, EVP and CRO Mr. Ozdemir joined CWB and was appointed EVP and CRO in December 2014. Mr. Ozdemir is responsible for establishing an advanced risk function, including AIRB, and providing independent review and oversight of enterprise­wide 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.

2019 PERFORMANCE HIGHLIGHTS

• Delivered on several key milestones related to the program to support expected credit losses, and continued maturation of CWB’s ERM CWB’s application to OSFI to adopt the AIRB approach for capital and framework. risk management. Developed advanced risk management capabilities • Championed the launch of our new slate of core values: People first, including Stress Testing and Economic Capital. Relationships get results, Embrace the new, The how matters, and • Led several key initiatives, including: implementation of Three Lines Inclusion has power. Visible advocate for our equity, diversity and of Defence, model development and production of IFRS 9 risk­based inclusion initiatives.

COMPENSATION OVER TIME1 Total Direct Compensaon ($) 2019 Actual Compensaon Mix $818,958 $809,767 $798,230 Base salary 42%

Short-Term incenve 25% 254,000 260,400 266,880 Long-Term incenve 33% • Opons 8% • RSUs 12% 249,000 225,200 199,100 • PSUs 13%

58% 315,958 324,167 332,250 At-Risk Compensaon

2017 2018 2019

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

Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 474,504 (#) 36,885 Total Value of RSUs(2) ($) 210,972 In­the­Money Value ($) 86,214 (3) Total Value of PSUs ($) 361,314 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 1,046,790 (#) 24,006 Minimum Value Under Guidelines ($) 333,600 In­the­Money Value ($) 231,778 Total ($) 317,992 Required Multiple of Base Salary(4) 1 Actual Multiple 3.14 (1) Stock option data is disclosed as at October 31, 2019.

Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2019. (2) RSUs are valued based on $33.35, the closing price of CWB common shares on the TSX on October 31, 2019. (3) PSUs are valued using a 100% performance multiplier applied to $33.35, the closing price of CWB common shares on the TSX on October 31, 2019, for the purposes of determining compliance with minimum share ownership requirements. (4) Mr. Ozdemir’s employment agreement provides for an ownership requirement on October 31, 2019 equal to one time his annual salary with an incremental yearly increase in his ownership requirement until December 8, 2019 when his ownership requirement will be equal to two times annual salary.

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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. 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.

2019 PERFORMANCE HIGHLIGHTS

• Helped to drive a strong 11 point improvement in our 2019 inclusion initiatives, with an expansion of our employee resource engagement results, with CWB recognized as a Great Place to WorkTM groups, a continued focus on mental wellness in the workplace, a new Canada, and one of the Best WorkplacesTM in Alberta. flexible work arrangements program, and strong improvements to • Championed the launch of our new slate of core values: People first, our female representation at VP and above levels. Relationships get results, Embrace the new, The how matters, and • Successfully completed our enterprise­wide integration of the Inclusion has power. Visible advocate for our equity, diversity and market­leading Workday human capital management system.

COMPENSATION OVER TIME1

Total Direct Compensaon ($) 2019 Actual Compensaon Mix $808,875 $804,784 $790,187 Base salary 42%

Short-Term incenve 250,400 25% 256,720 263,120 Long-Term incenve 33% • Opons 8% • RSUs 12% 247,000 234,500 199,500 • PSUs 13%

59% 311,475 313,564 327,567 At-Risk Compensaon

2017 2018 2019

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

Share Ownership(1) Other Equity Holdings – Stock Options(1) Unexercisable Total Value of Common Shares ($) 429,815 (#) 36,363 Total Value of RSUs(2) ($) 208,004 In­the­Money Value ($) 84,996 (3) Total Value of PSUs ($) 356,178 Exercisable Total Value of Common Shares/RSUs/PSUs ($) 993,997 (#) 18,663 Minimum Value Under Guidelines ($) 657,800 In­the­Money Value ($) 180,191 Total ($) 265,187 Required Multiple of Base Salary 2 Actual Multiple 3.02 (1) Stock option data is disclosed as at October 31, 2019. Meets Guidelines 

(1) Share ownership data is disclosed as at October 31, 2019. (2) RSUs are valued based on $33.35, the closing price of CWB common shares on the TSX on October 31, 2019. (3) PSUs are valued using a 100% performance multiplier applied to $33.35, the closing price of CWB common shares on the TSX on October 31, 2019, for the purposes of determining compliance with minimum share ownership requirements.

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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 2019 follows:

Non­Equity Incentive Plan Compensation

Share­Based Option­Based Annual Incentive Pension All Other Total Name and Principal Position Year Salary ($) Awards(1) ($) Awards(2) ($) Plans ($) Value ($) Compensation(3) ($) Compensation ($) Christopher H. Fowler 2019 773,933 757,673 252,558 726,300 ­ 176,457 2,686,921 President and CEO 2018 755,017 739,148 246,383 870,000 ­ 169,510 2,780,058 2017 736,000 721,110 240,370 900,000 ­ 158,769 2,756,249 Carolyn J. Graham 2019 352,567 265,500 88,500 247,800 ­ 46,957 1,001,324 EVP and CFO 2018 343,983 259,050 86,350 291,300 ­ 45,031 1,025,714 2017 334,225 202,140 67,380 265,000 ­ 42,994 911,739 Stephen H.E. Murphy 2019 404,250 306,075 102,025 285,700 ­ 78,141 1,176,191 EVP, Banking 2018 385,000 288,750 96,250 331,200 ­ 73,587 1,174,787 2017 364,033 259,150 72,460 351,000 ­ 236,931(4) 1,283,574 H. Bogac (Bogie) Ozdemir 2019 332,250 200,160 66,720 199,100 ­ 37,300 835,530 EVP and CRO 2018 324,167 195,300 65,100 225,200 ­ 35,868 845,635 2017 315,958 190,500 63,500 249,000 ­ 49,690(5) 868,648 Kelly S. Blackett 2019 327,567 197,340 65,780 199,500 ­ 43,453 833,640 EVP, HR and CC 2018 313,564 192,540 64,180 234,500 ­ 41,876 846,660 2017 311,475 187,800 62,600 247,000 ­ 40,647 849,522

(1) Share­based 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

2017 09­Jun­2017 25,550 $25.615 2018 15­Jun­2018 16,686 $36.556 2019 06­Jun­2019 21,959 $28.625

Fiscal Year Grant Date PSUs Granted PSU Value at Grant

2017 09­Dec­2016 29,843 $30.367 2018 15­Dec­2017 28,195 $37.767 2019 14­Dec­2018 41,693 $26.340

(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 2019 Fiscal Year 2018 Fiscal Year 2017

Grant date 15­Mar­2019 16­Mar­2018 10­Mar­2017

Options granted 116,728 86,205 106,056 Option value $4.931 $6.476 $4.774

Valuation inputs Exercise price $29.433 $35.154 $30.853 Expected life (years) 5 5 5 Stock price volatility 29.14% 28.06% 26.09% Dividend yield 3.74% 2.92% 3.14% Risk­free interest rate 1.601% 1.981% 1.268%

The risk­free 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. (4) Includes CWB contributions to the Supplemental Retirement Plan as per employment agreement in order to offset the loss of executive pension benefits from his prior employer. (5) Includes the taxable benefit value for reimbursement of relocation expenses.

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2019 SUMMARY OF AMOUNTS ACTUALLY RECEIVED BY NEOS The gross (pre­tax) 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 share­based awards by each of the NEOs follows:

Name and Share­Based Option­Based All Other Total Principal Position Year Salary ($) Awards(1) ($) Awards(2) ($) STIP Award(3) ($) Compensation(4) ($) Compensation ($) Christopher H. Fowler 2019 773,933 877,511 356,008 870,000 176,457 3,053,909 President and CEO 2018 755,017 663,309 483,598 900,000 169,510 2,971,434 2017 736,000 263,775 333,171 527,730 158,769 2,019,445 Carolyn J. Graham 2019 352,567 293,776 102,035 291,300 46,957 1,086,635 EVP and CFO 2018 343,983 257,316 ­ 265,000 45,031 911,330 2017 334,225 108,725 175,629 161,107 42,994 822,680 Stephen H.E. Murphy 2019 404,250 204,222 ­ 331,200 78,141 1,017,813 EVP, Banking 2018 385,000 212,596 ­ 351,000 73,587 1,022,183 2017 364,033 110,975 ­ 134,105 236,931(5) 846,044 H. Bogac (Bogie) Ozdemir 2019 332,250 283,830 318,689 225,200 37,300 1,197,269 EVP and CRO 2018 324,167 336,599 ­ 249,000 35,868 945,634 2017 315,958 147,976 ­ 147,266 49,690(6) 660,890 Kelly S. Blackett 2019 327,567 279,756 142,987 234,500 43,453 1,028,263 EVP, HR and CC 2018 313,564 243,579 143,198 247,000 41,876 989,217 2017 311,475 104,375 37,795 145,164 40,647 639,456

(1) Share­based awards includes actual PSU and RSU payout amounts received. (2) For option­based 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. (5) Includes CWB contributions to the Supplemental Retirement Plan as per employment agreement in order to offset the loss of executive pension benefits from his prior employer. (6) Includes the taxable benefit value for reimbursement of relocation expenses.

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INCENTIVE PLAN AWARDS All option­based and share­based awards held by NEOs that were outstanding as of October 31, 2019 follow: Option­Based Awards Share­Based Awards(1) Market or Number of Payout Number of Value of Shares or Value of Securities Unexercised Units of Share­Based Underlying Option Option In­The­ 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 11­Mar­2016 67,306 23.695 10­Mar­23 649,839 ­ ­ President and CEO 09­Dec­2016 ­ ­ ­ 17,429 581,260 10­Mar­2017 50,350 30.853 09­Mar­2024 125,724 ­ ­ 09­Jun­2017 ­ ­ ­ ­ 3,392 113,115 15­Dec­2017 ­ ­ ­ ­ 13,928 464,503 16­Mar­2018 38,045 35.154 15­Mar­2025 ­ ­ ­ 15­Jun­2018 ­ ­ ­ ­ 4,732 157,818 14­Dec­2018 ­ ­ ­ ­ 19,902 663,738 15­Mar­2019 51,218 29.433 14­Mar­2026 200,621 ­ ­ 06­Jun­2019 ­ ­ ­ ­ 8,980 299,467 Totals 206,919 976,184 68,363 2,279,901 Carolyn J. Graham 11­Mar­2016 24,987 23.695 10­Mar­2023 241,249 ­ ­ EVP and CFO 09­Dec­2016 ­ ­ ­ ­ 3,908 130,344 10­Mar­2017 14,114 30.853 09­Mar­2024 35,243 ­ ­ 09­Jun­2017 ­ ­ ­ ­ 1,332 44,407 15­Dec­2017 ­ ­ ­ ­ 4,881 162,797 16­Mar­2018 13,334 35.154 15­Mar­2025 ­ ­ ­ 15­Jun­2018 ­ ­ ­ ­ 1,658 55,310 14­Dec­2018 ­ ­ ­ ­ 6,974 232,587 15­Mar­2019 17,948 29.433 14­Mar­2026 70,302 ­ ­ 06­Jun­2019 ­ ­ ­ ­ 3,147 104,948 Totals 70,383 346,794 21,900 730,393 Stephen H.E. Murphy 11­Mar­2016 56,100 23.695 10­Mar­2023 541,646 ­ ­ EVP, Banking 09­Dec­2016 ­ ­ ­ ­ 4,203 140,184 10­Mar­2017 15,178 30.853 09­Mar­2024 37,899 ­ ­ 09­Jun­2017 ­ ­ ­ ­ 2,021 67,406 15­Dec­2017 ­ ­ ­ ­ 5,441 181,451 16­Mar­2018 14,863 35.154 15­Mar­2025 ­ ­ ­ 15­Jun­2018 ­ ­ ­ ­ 1,849 61,666 14­Dec­2018 ­ ­ ­ ­ 8,040 268,133 15­Mar­2019 20,691 29.433 14­Mar­2026 81,047 ­ ­ 06­Jun­2019 ­ ­ ­ ­ 3,627 120,968 Totals 106,832 660,592 25,181 839,808

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Option­Based Awards Share­Based Awards(1) Market or Number of Payout Number of Value of Shares or Value of Securities Unexercised Units of Share­Based Underlying Option Option In­The­ 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 11­Mar­2016 24,006 23.695 10­Mar­2023 231,778 ­ ­ EVP and CRO 09­Dec­2016 ­ ­ ­ ­ 3,684 122,854 10­Mar­2017 13,301 30.853 09­Mar­2024 33,213 ­ ­ 09­Jun­2017 ­ ­ ­ ­ 1,255 41,839 15­Dec­2017 ­ ­ ­ ­ 2,944 98,184 16­Mar­2018 10,053 35.154 15­Mar­2025 ­ ­ ­ 15­Jun­2018 ­ ­ ­ ­ 1,750 58,365 14­Dec­2018 ­ ­ ­ ­ 4,206 140,279 15­Mar­2019 13,531 29.433 14­Mar­2026 53,001 ­ ­ 06­Jun­2019 ­ ­ ­ ­ 3,321 110,752 Totals 60,891 317,992 17,160 572,273 Kelly S. Blackett 11­Mar­2016 18,663 23.695 10­Mar­2023 180,191 ­ ­ EVP, HR and CC 09­Dec­2016 ­ ­ ­ ­ 3,631 121,091 10­Mar­2017 13,113 30.853 09­Mar­2024 32,743 ­ ­ 09­Jun­2017 ­ ­ ­ ­ 1,237 41,261 15­Dec­2017 ­ ­ ­ ­ 2,902 96,795 16­Mar­2018 9,910 35.154 15­Mar­2025 ­ ­ ­ 15­Jun­2018 ­ ­ ­ ­ 1,726 57,558 14­Dec­2018 ­ ­ ­ ­ 4,147 138,306 15­Mar­2019 13,340 29.433 14­Mar­2026 52,253 ­ ­ 06­Jun­2019 ­ ­ ­ ­ 3,274 109,190 Totals 55,026 265,187 16,917 564,201

(1) As at October 31, 2019, there are no vested share­based awards that have not been paid out or distributed. (2) The market value of unexercised in­the­money options is calculated based on the difference between $33.35, the closing price fo a common share on the TSX on October 31, 2019, and the exercise price of the option. (3) The market value of share­based awards that have not vested is calculated by multiplying the number of RSUs credited to the EOsN by the October 31, 2019 common share closing price on the TSX of $33.35. PSUs are valued based on a 100% performance multiplier and using the closing price on the TSX on October 31, 2019 of $33.35 per common share. No assumptions are made for future dividends.

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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR The value of equity­based awards that vested and non­equity incentive plan compensation earned by NEOs for the year ending October 31, 2019 follow:

Column A Column B Option­Based Awards Value Share­Based Awards Value Non­Equity Incentive Plan Compensation Name Vested During the Year ($)(1) Vested During the Year ($)(2) Value Earned During the Year ($)

Christopher H. Fowler 399,461 877,511 726,300 President and CEO

Carolyn J. Graham 148,298 293,776 247,800 EVP and CFO

Stephen H.E. Murphy 332,954 204,222 199,100 EVP, Banking

H. Bogac (Bogie) Ozdemir 142,476 106,267 199,500 EVP and CRO

Kelly S. Blackett 140,440 279,756 285,700 EVP, HR and CC

(1) These amounts represent the value the NEOs would have received had they exercised options that vested during fiscal 2019 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 share­based awards consist of RSUs and PSUs. The value of RSUs that vested in fiscal 2019 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 2019 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 47 to arrive at therd awa payout.

COLUMN A DETAIL – OPTION-BASED AWARDS VALUE VESTED DURING THE YEAR

A summary of the value of options that vested during fiscal 2019 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 44.

Option Option Number of Option Vesting Date Value Vested Name Grant Date Vesting Date Options Vesting Exercise Price ($) Value ($) During Year ($)

Christopher H. Fowler 11­Mar­2016 11­Mar­2019 67,306 23.695 29.630 399,461 President and CEO

Carolyn J. Graham 11­Mar­2016 11­Mar­2019 24,987 23.695 29.630 148,298 EVP and CFO

Stephen H.E. Murphy 11­Mar­2016 11­Mar­2019 56,100 23.695 29.630 332,954 EVP, Banking

H. Bogac (Bogie) Ozdemir 11­Mar­2016 11­Mar­2019 24,006 23.695 29.630 142,476 EVP and CRO

Kelly S. Blackett 11­Mar­2016 11­Mar­2019 23,663 23.695 29.630 140,440 EVP, HR and CC

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COLUMN B DETAIL – SHARE-BASED AWARDS VALUE VESTED DURING THE YEAR

A summary of the value of RSUs that vested during fiscal 2019 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 46.

RSU RSU Number of Value at Vesting Date Value Vested Name Grant Date Vesting Date RSUs Vesting(1) Grant Date ($) Value ($) During Year ($) 10­Jun­2016 10­Jun­2019 3,194 26.842 28.670 91,567 Christopher H. Fowler President and CEO 09­Jun­2017 09­Jun­2019 3,333 25.615 28.690 95,613 15­Jun­2018 15­Jun­2019 2,345 36.556 29.020 68,058 10­Jun­2016 10­Jun­2019 1,660 26.842 28.670 47,584 Carolyn J. Graham EVP and CFO 09­Jun­2017 09­Jun­2019 1,308 25.615 28.690 37,536 15­Jun­2018 15­Jun­2019 822 36.556 29.020 23,848 11­Mar­2016 11­Mar­2019 2,325 23.695 29.571 68,757 Stephen H.E. Murphy 10­Jun­2016 10­Jun­2019 1,811 26.842 28.670 51,913 EVP, Banking 09­Jun­2017 09­Jun­2019 1,986 25.615 28.690 56,976 15­Jun­2018 15­Jun­2019 916 36.556 29.020 26,575 10­Jun­2016 10­Jun­2019 1,595 26.842 28.670 45,720 H. Bogac (Bogie) Ozdemir EVP and CRO 09­Jun­2017 09­Jun­2019 1,233 25.615 28.690 35,366 15­Jun­2018 15­Jun­2019 868 36.556 29.020 25,181 10­Jun­2016 10­Jun­2019 1,573 26.842 28.670 45,088 Kelly S. Blackett EVP, HR and CC 09­Jun­2017 09­Jun­2019 1,215 25.615 28.690 34,846 15­Jun­2018 15­Jun­2019 855 36.556 29.020 24,817

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

A summary of the value of PSUs that vested during fiscal 2019 for each NEO follows. PSUs granted in fiscal 2016 vested in fiscal 2019. The value of PSUs that vested in fiscal 2019 is calculated as the number of PSUs that vested multiplied by the vesting date value, multiplied by theerformance p multiplier as set out on page 47.

PSU PSU Number of Vesting Performance Value Vested Name Grant Date Vesting Date PSUs Vesting(1) Date Value ($) Multiplier During Year ($)

Christopher H. Fowler 11­Dec­2015 15­Dec­2018 22,245 26.340 106% 622,273 President and CEO Carolyn J. Graham 11­Dec­2015 15­Dec­2018 6,607 26.340 106% 184,808 EVP and CFO Stephen H.E. Murphy ­­ ­­ ­ ­ EVP, Banking H. Bogac (Bogie) Ozdemir 11­Dec­2015 15­Dec­2018 6,348 26.340 106% 177,563 EVP and CRO Kelly S. Blackett 11­Dec­2015 15­Dec­2018 6,256 26.340 106% 175,005 EVP, HR and CC

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

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RETIREMENT ARRANGEMENTS

SUPPLEMENTAL RETIREMENT ARRANGEMENTS Effective March 15, 2013, we established the Supplemental Retirement sum payment to the Participant’s estate. The Supplemental Retirement Plan for certain of our executive management. The purpose of the Plan also allows for a deferral of payment until a Participant reaches Supplemental Retirement Plan is to provide benefits to Participants in 65 years of age where the Participant’s employment ends before the excess of the maximums allowed under the Group RRSP due to a Participant reaches 65 years of age, provided that the Participant is at Participant reaching the annual RRSP contribution limit prescribed by least 50 years of age at the date of termination and has accumulated a the Income Tax Act. In addition, lump sum contributions to the balance in the Supplemental Retirement Plan of at least $50,000. Supplemental Retirement Plan are permitted to facilitate recruitment of All Supplemental Retirement Plan accounts and all amounts allocated senior executives. Under the Supplemental Retirement Plan, we to them pursuant to the terms of the Supplemental Retirement Plan are establish a notional account for each Participant and record it as a notional only. That is, they are solely a measure of our obligation to make liability on our balance sheet. Each month, the account is credited with payments to the Participant at the times and in the amounts monthly contributions for the Participant equal to the excess of (i) the contemplated in the Supplemental Retirement Plan. The Supplemental total retirement contribution to which they are entitled over Retirement Plan does not guarantee any return on notional (ii) permitted contributions to the Group RRSP. Amounts credited to the contributions to a Supplemental Retirement Plan account. Participant’s account earn investment income each month during employment and after retirement in accordance with our policies at the Under the terms of Mr. Fowler’s employment agreement, we are same rate offered to employees in the Group RRSP on a five­year GIC obligated each month to credit a contribution to his Supplemental (being the bank’s offered rate plus 1.5%). Retirement Plan account equal to the excess of (a) over (b), where (a) and (b) are as follows: Monthly contributions and investment income vest immediately upon being credited to the Participant’s account. Upon termination of (a) 15% of Mr. Fowler’s base salary paid in the month; and employment, amounts in the Participant’s account must be paid to the (b) our contribution to the Group RRSP made on Mr. Fowler’s behalf Participant over a period not exceeding 10 years. Balances in the for the month, pro­rated for partial months. Participant’s account continue to accrue investment income until the Under the terms of Mr. Murphy’s employment agreement, we are balance in the account is reduced to nil. The Supplemental Retirement obligated to contribute 10% of his base salary to the Supplemental Plan provides, in the case of the Participant’s death, for continued Retirement Plan in lieu of contributions to the Group RRSP. payments or accelerated payments to the Participant’s spouse, or a lump 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 President and CEO 475,367 89,635 20,970 585,972 Carolyn J. Graham EVP and CFO 42,413 15,853 2,007 60,273 Stephen H.E. Murphy EVP, Banking 394,363 40,425 16,804 451,592 H. Bogac (Bogie) Ozdemir EVP and CRO 36,287 13,413 1,714 51,414 Kelly S. Blackett EVP, HR and CC 38,801 12,853 1,807 53,461

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following table summarizes the estimated contractual incremental TSX of $33.35 per common share. For options, the value is calculated payments that would be received by each NEO in each circumstance based on the difference between $33.35 and the exercise price of the where the NEO ceases to be employed by us. The amounts shown in the option multiplied by the number of qualifying options. For RSUs, the table below are calculated based on positions as at October 31, 2019 value is calculated by multiplying the number of RSUs by $33.35. and, therefore, do not include compensation changes or options, RSUs The actual amount that a NEO could receive in the future as a result of and PSUs granted subsequent to the fiscal 2019 year end. The a termination of employment could differ materially from the amounts assumptions underlying the calculations in the following table include: set forth below as a result of, among other things, changes in CWB’s • For the calculation of the cash severance benefit, the base salary level share price, changes in the executive’s base salary, the timing of the of the executive as at October 31, 2018 and 2019 was used, as well termination event, changes in STIP amounts, and the vesting and grants as the annual incentive amounts earned for the 2018 and 2019 fiscal of additional equity awards. The following table includes only years. contractually agreed to severance amounts. Where no contractual • Amounts received upon acceleration of the option and RSU awards provision for severance exists, common law entitlements arising in the vesting dates are based on the October 31, 2019 closing price on the event of termination of employment without cause may apply.

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Termination Termination other Name for Cause ($) than for Cause ($) Change of Control ($) Retirement ($) Resignation ($) Death ($)

Christopher H. Fowler President and CEO Cash Severance(1) ­ 3,131,500 3,131,500 ­ ­ ­ Accelerated RSU Vesting(2) ­ ­ 570,400 ­ ­ ­ Accelerated PSU Vesting(2) ­ ­ 1,709,502 ­ ­ ­ Accelerated Option Vesting(3) ­ ­ 326,345 ­ ­ 326,345 Continuation of Employee Benefits ­ ­ ­ ­ ­ ­ Total ­ 3,131,500 5,737,747 ­ ­ 326,345 Carolyn J. Graham EVP and CFO Cash Severance(1) ­­ ­­­­ Accelerated RSU Vesting(2) ­ ­ 204,665 ­ ­ ­ Accelerated PSU Vesting(2) ­ ­ 525,728 ­ ­ ­ Accelerated Option Vesting(3) ­ ­ 105,545 ­ ­ 105,545 Continuation of Employee Benefits ­ ­ ­ ­ ­ ­ Total ­ ­ 835,938 ­ ­ 105,545 Stephen H.E. Murphy EVP, Banking Cash Severance(1) ­­ ­­­­ Accelerated RSU Vesting(2) ­ ­ 250,040 ­ ­ ­ Accelerated PSU Vesting(2) ­ ­ 589,768 ­ ­ ­ Accelerated Option Vesting(3) ­ ­ 118,946 ­ ­ 118,946 Continuation of Employee Benefits ­ ­ ­ ­ ­ ­ Total ­ ­ 958,754 ­ ­ 118,946 H. Bogac (Bogie) Ozdemir EVP and CRO Cash Severance(1) ­ 558,800 ­ ­ ­ ­ Accelerated RSU Vesting(2) ­ ­ 210,956 ­ ­ ­ Accelerated PSU Vesting(2) ­ ­ 361,316 ­ ­ ­ Accelerated Option Vesting(3) ­ ­ 86,213 ­ ­ ­ Continuation of Employee Benefits ­ ­ ­ ­ ­ ­ Total ­ 558,800 658,485 ­ ­ ­ Kelly S. Blackett EVP, HR and CC Cash Severance(1) ­ 563,400 ­ ­ ­ ­ Accelerated RSU Vesting(2) ­ ­ 208,009 ­ ­ ­ Accelerated PSU Vesting(2) ­ ­ 356,193 ­ ­ ­ Accelerated Option Vesting(3) ­ ­ 84,996 ­ ­ 84,996 Continuation of Employee Benefits ­ ­ ­ ­ ­ ­ Total ­ 563,400 649,198 ­ ­ 84,996

(1) Mr. Fowler’s employment agreement provides that, if his employment is terminated, without cause or notice, or if CWB’s normaloperations 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 31, 2019. (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 31, 2019 and the applicable grant exercise price.

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Additional Compensation Disclosure

COMPENSATION OF SENIOR MANAGERS AND OTHER MATERIAL RISK TAKERS The following information on compensation relates to employees who The Risk Committee completes a detailed annual review to identify may have a material impact on our risk exposure and is disclosed in senior managers and other employees who, based on their roles, may conformity with the Basel II, Pillar 3 and Implementation Standard of have a material impact on our risk exposure. These employees are the FSB Principles and Standards disclosure requirements for designated each year by management as Senior Managers and Other remuneration. Under these requirements, senior managers and other Material Risk Takers, based upon a review of the roles and responsibility employees whose actions could have a material impact on our risk of each individual. CWB defines “Senior Managers” to include the CEO exposure should have a significant portion of variable compensation and the EVPs of CWB. “Other Material Risk Takers” include Senior Vice deferred over a period of years. The purpose of the deferral is to ensure Presidents of CWB and other individuals occupying key roles at CWB that these individuals are incentivized in a manner that is consistent with Financial Group. our long­term performance and sustainability. COMPENSATION AWARDED TOTAL DIRECT COMPENSATION AWARDED IN FISCAL 2019 AND 2018

2019 2018

Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers

Number of Employees 720 721

Fixed Compensation

Cash ($) 2,801,984 4,392,907 2,712,981 4,775,464

Variable Compensation(1)

Cash ($) 2,020,000 1,827,700 2,370,500 2,313,319

Share and Share­Linked Instruments ($) ­­­­

Share and Share­Linked Instruments (deferred)(2) ($) 2,794,490 3,605,302 2,707,050 3,101,487

Total Variable Compensation ($) 4,814,490 5,433,002 5,077,550 5,414,806

Total Direct Compensation ($) 7,616,474 9,825,909 7,790,531 10,190,270

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

SPECIAL COMPENSATION

2019 2018

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 ($) Employees Amount ($)

Sign­on Awards(1) ­ ­ 8 1,610,000 ­ ­ 2 420,000

Guaranteed Awards(2) ­­ ­­ ­­­ ­

Severance(3) ­­ ­­ ­­­ ­

(1) Sign­on Awards include any one­time cash, deferred compensation awards, and contributions to the Supplemental Retirement Plan for hiring purposes. Payouts in connection with Sign­on 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 2019 and 2018, including any cash or deferred compensation awards. No individuals were eligible for guaranteed awards in 2018 or 2019. 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.

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DEFERRED COMPENSATION Deferred compensation that remained outstanding and which had not expired as at October 31, 2019 and October 31, 2018, and previously deferred compensation that was paid out in fiscal 2019 and 2018, follows. Deferred compensation is comprised of stock options, RSUs, and PSUs.

2019 2018 Outstanding Deferred Compensation Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers

Vested ($)(1)(2) 1,996,229 1,074,800 665,695 399,963

Unvested ($)(1)(3) 4,753,567 3,501,343 6,918,882 5,629,507

Total Outstanding ($) 6,749,796 4,576,143 7,584,577 6,029,470

Fiscal Year Payouts ($)(4) 3,306,077 1,882,809 3,247,527 3,247,371

(1) The value of vested and unvested awards is based on the closing share price on the TSX on October 31, 2019 ($33.35) and October 31, 2018 ($30.62). (2) Outstanding vested compensation is comprised of stock options that were exercisable on October 31, but that had not yet beenercised. ex Each outstanding option is valued at the closing price of a common share on the TSX on October 31 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 31, less the exercise price. Outstanding vestedun RSUs and PSUs are valued at the closing price of a common share on the TSX on October 31 in addition to any dividend entitlement earned on such unvested RSUs and PSUs between the date that they were antedgr and October 31. (4) Fiscal year payouts include the value of exercised stock options during the fiscal year in addition to any RSUs and PSUs paidut o 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 wasned ear on such RSU between the grant date and the vesting date. PSUs granted in fiscal 2015 and 2016 vested in fiscal 2018 and 2019, 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 ceptionin 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.

69 Canadian Western Bank Management Proxy Circular

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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 our to us for any purpose. No executive officers are, or have been during the directors and officers. This program covers directors and officers in course of this fiscal year, indebted to us with respect to indebtedness circumstances including, and not limited to, where we are not able to entered into in connection with a purchase of CWB securities. 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 claim is indemnifiable by us. We paid a total premium of $309,000 covering The aggregate indebtedness to us of all executive officers, directors, the year ended October 31, 2019. employees and former executive officers, directors and employees of CWB Financial Group as at January 31, 2020 follows. This amount includes routine indebtedness as defined under Canadian securities SHAREHOLDER PROPOSALS laws. There were no shareholder proposals submitted for consideration and

Purpose To CWB or its Subsidiaries ($) To Another Entity ($) shareholder vote at this meeting. Two shareholder proposals set out in Schedule A to this Circular were withdrawn and are included in this Share Purchases ­ ­ Circular for information purposes only. They are not part of the business Other 189,705,985(1) ­ of this meeting.

(1) $172,370,377 of which represents indebtedness in the form of residential mortgages. The final date for submitting shareholder proposals for inclusion in the management proxy circular for next year's annual shareholder meeting NON-ROUTINE INDEBTEDNESS OF DIRECTORS is November 2, 2020. AND EXECUTIVE OFFICERS(1)(2) The non­routine indebtedness of each person who was a director or ADDITIONAL INFORMATION executive officer of CWB during the last fiscal year, as well as related Additional information relating to CWB may be found on SEDAR at persons of such directors or executive officers, follows: www.sedar.com. Additional financial information is provided in CWB’s Amount consolidated financial statements and MD&A for the year ended Largest Amount Outstanding October 31, 2019, which are both available on SEDAR at www.sedar.com Involvement Outstanding as at and in our 2019 Annual Report. of CWB or During 2019 January 31, Name and Principal Occupation Subsidiary Fiscal Year ($) 2020 ($) Copies of the information referred to in this section may be obtained by Nil Nil Nil Nil writing to the Corporate Secretary, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, (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 than Alberta, T5J 3X6 or via CWB’s website at www.cwb.com. the terms on which loans are made to employees generally; (ii) loans to full­time employees, fully secured against their residence and not exceeding their annual salary; (iii) loans, other than to full­time employees, on substantially the same terms (including those as to interest and security DIRECTORS’ APPROVAL rate) available to other customers with comparable credit and involving no more than the usual The Board has approved the content and sending of this Circular. 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, vice­chair, 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 policy­making function in respect of CWB, or any other individual who performed a policy­making function in respect of CWB. Bindu Cudjoe Senior Vice President, General Counsel and Corporate Secretary Edmonton, Alberta January 31, 2020

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SCHEDULE A – SHAREHOLDER PROPOSALS SUBMITTED BUT SUBSEQUENTLY WITHDRAWN THAT ARE PRESENTED FOR INFORMATION ONLY

The Mouvement d’éducation et de défense des actionnaires (MÉDAC) our 2020 annual meeting of common shareholders, and 29% of our of 82 Sherbrooke Street West, Montreal, QC H2X 1X3 submitted the Executive Committee, surpassing our 25% target. following two proposals. These proposals and their supporting 2. We rolled out new core values in fiscal 2019, one of which is statements (unedited and translated from French to English), and the “Inclusion has power”. This value confirms our commitment to an Board’s responses are set out below. After discussions with CWB, MÉDAC inclusive organization to better innovate, take risks, solve problems agreed to withdraw these proposals but asked that the proposals, creatively and turn challenges into opportunities. supporting statements and the Board’s responses be included in this 3. On September 25, 2019, we announced that the CWB Financial Circular for information and not be voted on. Group signed the United Nations Women’s Empowerment Principles (WEPs), a joint initiative of US Women and the US Global PROPOSAL NO. 1: WOMEN’S Compact (UNGC). We chose to adopt the WEPs to further REPRESENTATION POLICY demonstrate, both internally and externally, our commitment to gender equality and women’s empowerment at all levels. While we MÉDAC PROPOSAL: have traditionally focused our gender diversity work internally and through our community investment activities, the WEPs also It is proposed that the board of directors adopt a written policy regarding encourage us to consider how we can support women business the representation of women within the board of directors and senior owner clients. management. Supporting Statement: PROPOSAL NO. 2: INTEGRATING In December 2014, the majority of Canadian securities administrators ENVIRONMENTAL, SOCIAL AND invited issuers to adopt a policy to increase the representation of women GOVERNANCE CRITERIA INTO within their board and their senior management. To date, the bank has not adopted a policy that specifically deals with the representation of EXECUTIVE COMPENSATION women, and mentions that diversity in terms of experience, points of MÉDAC PROPOSAL: view and skills is essential in allowing the board to exercise effective oversight. As part of this commitment to diversity, the bank mentions It is proposed that the compensation committee file, as part of the having surpassed its men/women representation goal of 25%, with a disclosure of its annual activities, a report on the importance given to third of the board currently being comprised of women. the integration of environmental, social and governance criteria in the assessment of executive performance and the process of determining Such a policy and the adoption of clear objectives in terms of balanced incentive compensation. gender representation are intended to ensure lasting direction to guide recruitment, promotion and human resource development efforts. Supporting Statement: AS AGREED WITH MÉDAC, THIS PROPOSAL IS First, we would like to point out that, according to the guidelines published in 2012 by the United Nations Principles for Responsible NOT BEING PUT TO A SHAREHOLDER VOTE. Investment (PRI) and the United Nations Global Compact, the use of ESG criteria can be an important factor in the protection and creation of value BOARD RESPONSE TO PROPOSAL NO. 1: for shareholders. The objectives could include: the proportion of women within decision­ The proposal for CWB to adopt a women’s representation policy was making bodies, the level of integration of people from various withdrawn, as we already have such policies in place. In particular, we have socio­cultural communities, initiatives to reduce paper, energy and water demonstrated our commitment to diversity at all levels in three ways. consumption, measures taken to ensure sustainable employability of 1. Our Corporate Governance Policy, further described on page 24, various employees considering task automation, the different programs sets a 25% target that we exceed for the representation of women developed to promote the health and well­being of employees, etc. at the Board and senior management level. The representation of In this respect, it should be noted that companies with specific ESG women on the Board is also consistent with our membership in guidance generally enjoy a better reputation with their customers, adapt Canada’s 30% Club, an organization that supports the aspirational to change with more agility, better manage their risks, are more goal of 30% of corporate board positions being held by women. innovative and are therefore in a better position to develop long­term Women represent 36% of the directors nominated for election at added value for their shareholders and stakeholders.

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AS AGREED WITH MÉDAC, THIS PROPOSAL IS NOT BEING PUT TO A SHAREHOLDER VOTE. BOARD RESPONSE TO PROPOSAL NO. 2: Environmental, social and governance (ESG) concerns have always 2. Corporate social responsibility is built into our culture. formed an integral part of our business strategy. Recognizing the • In fiscal 2019, we donated over $2.2 million to community and increasing attention given to ESG factors by our stakeholders, our 2019 charitable organizations in our communities across Canada. Annual Report includes enhanced disclosure to reflect our ongoing • Through our annual week of caring, our employees volunteered commitments under each factor. ESG factors directly affect executive for over 1,300 hours. compensation, since our executive compensation model is structured to 3. We are a proud founding partner of the City of Edmonton’s emphasize the creation of long­term shareholder value. In addition, Corporate Climate Leaders program, a municipal­led initiative, measures such as employee engagement are a factor in the short­term designed to support the growing number of Edmonton incentive compensation for executives. organizations (profit and non­profit) concerned about climate change who want to take action. Through this initiative, we will We believe promoting ESG factors is a long­term commitment that measure, and commit and take steps to reduce our environmental should not be reduced to a mere metric used over a relatively short footprint. period of the executive’s mandate. Rather, we strive for more sustainable and organic results through group­wide initiatives to advance ESG 4. We are committed to diversity and inclusion. One of our new core factors, which have become part of our culture. These initiatives include values, “Inclusion has Power”, was chosen to articulate this the following efforts: important aspect of our culture.

1. All employees are required to comply with our Code of Conduct and other corporate policies, especially in respect of risk­taking, and are subject to our Compensation Recoupment Policy. This ensures ethical behaviour and avoids undue risk­taking. Our Compensation Recoupment Policy allows the HR Committee to claw back compensation, or cause incentives to be forfeited where senior managers violate CWB policies (particularly including CWB’s Risk Appetite Framework Policy).

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CWB.COM

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