IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON EXCEPT TO INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED BELOW) IMPORTANT: You must read the following before continuing. The following applies to the Pricing Supplement following this page (the “Pricing Supplement”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Pricing Supplement. In accessing the Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. You acknowledge that you will not forward this electronic form of the Pricing Supplement to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE NATIONAL BANK OF CANADA (THE “BANK”) IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE FOLLOWING PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY OTHER STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE THE FOREGOING AUTHORITIES APPROVED OR DISAPPROVED THIS PRICING SUPPLEMENT OR CONFIRMED THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Pricing Supplement has been delivered to you on the basis that you are a person into whose possession the Pricing Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Pricing Supplement to any other person. By accepting this email and accessing the Pricing Supplement, you shall be deemed to have confirmed and represented to us that (a) you have understood and agreed to the terms set out herein, (b) you consent to delivery of the Pricing Supplement by electronic transmission and (c) you are an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) and (d) if you are a person in the United Kingdom, then you are a qualified investor (within the meaning of Directive 2003/71/EC (as amended or superseded)) who (i) has professional experience in matters relating to investments and/or (ii) is a high net worth entity falling within Article 49(2)(a) to (e) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. This document and the accompanying Offering Circular are not a “prospectus” for purposes of Section 12(a)(2) or any other provisions of the Securities Act. The Pricing Supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Bank nor any agent identified in the Pricing Supplement (nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from such agent. 739111027 PRICING SUPPLEMENT (To the Offering Circular dated December 2, 2020) (as Issuer) NATIONAL BANK OF CANADA, NEW YORK BRANCH (as Guarantor) ----------------- Issue of U.S.$750,000,000 0.550% Fixed-to-Fixed Rate Medium-Term Sustainable Notes due 2024 (Bail-inable Notes) under the U.S.$8,000,000,000 Medium-Term Notes Program ----------------- National Bank of Canada, a Canadian chartered bank (“we,” “us,” the “Bank” or the “Issuer”), is offering pursuant to the offering circular dated December 2, 2020 (the “Offering Circular”) and this pricing supplement (the “Pricing Supplement”), the 0.550% Fixed-to-Fixed Rate Medium-Term Sustainable Notes due 2024 (the “Notes”) in an initial aggregate principal amount of U.S.$750,000,000 due November 15, 2024 (the “Stated Maturity Date”). The Notes will have the following terms: From and including the issue date to but excluding November 15, The Bank may redeem the Notes under certain circumstances 2023 (the “Initial Fixed Rate Period”), the Notes will accrue described under “Terms and Conditions—Redemption interest at 0.550% per annum. Provisions—Optional Early Redemption by the Bank” and “Terms From and including November 15, 2023 to but excluding the and Conditions—Redemption Provisions—Optional Redemption Stated Maturity Date (the “Reset Fixed Rate Period”), the Notes by the Bank for Tax Reasons”. will accrue interest at a rate per annum equal to the applicable The proceeds of the Notes will be used for the financing and/or U.S. Treasury Rate (as defined below) as determined by the refinancing, in whole or in part, of future or existing eligible Calculation Agent (as defined below), plus 40 basis points. businesses and eligible projects, including the Bank’s own Interest on the Notes will be payable semi-annually in arrears on operations, that fall within the Eligible Categories (as defined in May 15 and November 15 of each year, commencing on May 15, the accompanying Offering Circular), in accordance with the 2021 (each, an “Interest Payment Date”). The Notes will mature Bank’s Sustainability Bond Framework dated November 30, 2020. on the Stated Maturity Date. The Notes will be held in global form by The Depository Trust The Notes will be legal, valid and binding direct, unconditional, Company. unsubordinated and unsecured obligations of the Bank. All payments under the Notes are subject to the Bank’s credit risk. See “Risk Factors” beginning on page 7 of the Offering Circular and “Risk Factors” beginning on page 8 herein for a discussion of certain risk factors to be considered in connection with an investment in the Notes. The Notes we offer under this Pricing Supplement are among the Notes we refer to as our Medium-Term Notes. We refer to the offering of the Medium-Term Notes as the “Program.” The Notes and the related Guarantee under the Program will not be, and are not required to be, registered with the Office of the Comptroller of the Currency (the “OCC”) or with the Securities and Exchange Commission (the "SEC") under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes will not be approved or disapproved by the OCC, the SEC or any state securities commission, nor has OCC, the SEC or any state securities commission passed upon the accuracy or adequacy of this Pricing Supplement. Any representation to the contrary is a criminal offense. The Notes under the Program will initially be offered and sold pursuant to an exemption from registration provided by Section 3(a)(2) of the Securities Act and only to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act ("Institutional Accredited Investors"). See “Description of the Notes” in the accompanying Offering Circular and the “Terms and Conditions” herein for a description of the manner in which Notes will be issued. The Notes are subject to certain restrictions on transfer; see “Notice to Investors” and “Plan of Distribution and Conflicts of Interest” in the accompanying Offering Circular. The Notes under the Program will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of the Bank and will rank equally with all deposit liabilities of the Bank without any preference among themselves (save for any applicable statutory provisions) and equally with all other present and future unsecured and unsubordinated obligations of the Bank, from time to time outstanding, except for certain governmental claims. The Notes are Bail-inable Notes (as defined in the accompanying Offering Circular) subject to the Canadian bank resolution powers as discussed under “Description of the Notes—Canadian Bank Resolution Powers” in the accompanying Offering Circular. The Guarantee will constitute the direct, general, unconditional, unsecured and unsubordinated obligation of the Guarantor and will rank equally with all other present and future direct, general, unconditional, unsecured and unsubordinated obligations of the Guarantor, except those mandatorily preferred by law. The Notes under the Program are not bank deposits insured or guaranteed by the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, or any other governmental agency or authority in the United States. While the Notes will constitute deposits for purposes of the Bank Act (Canada), they are not insured or guaranteed by any governmental agency or authority in Canada or any other jurisdiction, or under the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”). The Notes and the Guarantee are not otherwise guaranteed by any person. The Notes are Bail-inable Notes subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Québec and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.