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Revised Annual Information Form April 20, 2021

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Revised Annual Information Form April 20, 2021 REVISED ANNUAL INFORMATION FORM For the fiscal year ended October 31, 2020 APRIL 20, 2021 ANNUAL INFORMATION FORM All information is as of October 31, 2020, and all dollar amounts are expressed in Canadian dollars, unless otherwise stated. Unless otherwise stated, year references refer to the fiscal year ending in the referenced year. TABLE OF CONTENTS CAUTION REGARDING FORWARD-LOOKING STATEMENTS .......................................................................... 3 CORPORATE STRUCTURE .............................................................................................................................. 5 Incorporation ........................................................................................................................................ 5 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................................ 5 Three Year History ................................................................................................................................ 5 DESCRIPTION OF THE BUSINESS ................................................................................................................... 6 General Summary ................................................................................................................................. 6 Lending ......................................................................................................................................... 6 Cybersecurity ............................................................................................................................... 7 Specialized Skills and Knowledge / Competitive Conditions ................................................................ 7 New Services ........................................................................................................................................ 8 Supervision and Regulation .................................................................................................................. 8 Employees and Principal Properties ..................................................................................................... 9 Risk Factors ......................................................................................................................................... 10 DIVIDENDS .................................................................................................................................................. 10 Common Shares ................................................................................................................................. 10 Preferred Shares ................................................................................................................................. 10 Series 1 Preferred Shares ........................................................................................................... 10 Series 3 Preferred Shares ........................................................................................................... 11 Dividend Summary ............................................................................................................................. 11 CAPITAL STRUCTURE ................................................................................................................................... 11 Common Shares ................................................................................................................................. 11 Preferred Shares ................................................................................................................................. 12 Series 1 Preferred Shares ........................................................................................................... 12 Series 2 Preferred Shares ........................................................................................................... 14 Series 3 Preferred Shares ........................................................................................................... 14 Series 4 Preferred Shares ........................................................................................................... 15 Constraints ......................................................................................................................................... 15 MARKET FOR SECURITIES ............................................................................................................................ 16 Trading Price and Volume .................................................................................................................. 16 DIRECTORS AND OFFICERS .......................................................................................................................... 17 Directors ............................................................................................................................................. 17 Executive Officers ............................................................................................................................... 18 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................................... 19 TRANSFER AGENT AND REGISTRAR ............................................................................................................ 19 EXPERTS ...................................................................................................................................................... 19 AUDIT COMMITTEE ..................................................................................................................................... 20 Audit Committee Mandate ................................................................................................................ 20 Composition of the Audit Committee ................................................................................................ 20 Relevant Education and Experience ................................................................................................... 20 2 Pre-Approval Policies and Procedures ............................................................................................... 20 Auditor Fees ....................................................................................................................................... 21 ADDITIONAL INFORMATION ....................................................................................................................... 21 APPENDIX A: AUDIT COMMITTEE MANDATE ............................................................................................. 22 CAUTION REGARDING FORWARD-LOOKING STATEMENTS This Annual Information Form, and the documents incorporated by reference in this Annual Information Form, contain forward-looking information within the meaning of the applicable securities legislation that are based on expectations, estimates and projections as at the date of this Annual Information Form or the dates of the documents incorporated by reference in this Annual Information Form, as applicable. This forward-looking information includes, but is not limited to, statements and information concerning: future growth and potential achievements of VersaBank; statements relating to the business, future activities of, and developments related to VersaBank after the date of this Annual Information Form; the payment of dividends on common shares and preferred shares; and other events or conditions that may occur in the future. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, are accompanied by phrases such as “expects”, “is expected”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, “aims”, “endeavours”, “projects”, “continue”, “predicts”, “potential”, “intends”, or the negative of these terms or variations of such words and phrases or stating that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or “should” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on the beliefs of VersaBank’s management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking information will prove to be accurate. Such assumptions and factors include, among other things, the strength of the Canadian economy in general and the strength of local economies within Canada in which VersaBank conducts operations; the impact of the COVID-19 pandemic; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada; changing global commodity prices; the effects of competition in the markets in which VersaBank operates; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected change in consumer spending and saving habits; and VersaBank’s anticipation of and success in managing the risks resulting from the foregoing. The foregoing list of important factors
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