Pacific & Western Bank of Canada
PACIFIC & WESTERN BANK OF CANADA Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular Wednesday, April 27, 2016 London, Ontario PACIFIC & WESTERN BANK OF CANADA NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS APRIL 27, 2016 TAKE NOTICE that the Annual and Special Meeting of Shareholders (the “Meeting”) of PACIFIC & WESTERN BANK OF CANADA (the “Bank”) will be held at the London International Airport, Pacific & Western Bank of Canada’s Innovation Centre of Excellence, 1979 Otter Place, London, Ontario on Wednesday, April 27, 2016, at 11:30 a.m. for the following purposes: 1. to receive the financial statements for the fiscal year ended October 31, 2015 and the report of the auditors thereon; 2. to elect directors for the ensuing year; 3. to appoint auditors for the ensuing year and to authorize the directors of the Bank to fix their remuneration; 4. to consider, and if deemed advisable, to confirm a special resolution approving an amendment to section 4.1 of By-Law No. 1 of the Bank relating to fixing the number of directors of the Bank (the “Number of Directors Resolution”); 5. to consider, and if deemed advisable, to confirm a special resolution approving an amendment to section 9.6 of By-law No. 1 of the Bank relating to director remuneration (the “Director Remuneration Resolution”); 6. to consider and, if deemed advisable, to approve a special resolution to change the Bank’s name from Pacific & Western Bank of Canada to VersaBank (the “Name Change Resolution”); 7. to re-approve the existing Stock Option Incentive Plan of the Bank (the “Stock Option Incentive Plan Resolution”); and 8.
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