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The base shelf prospectus is accessible, and the shelf prospectus supplement or any amendment will be accessible within two business days, through SEDAR+

MONTREAL, June 4, 2026 /CNW/ - National Bank of Canada ("National Bank" or the "Bank") today announced that it has entered into an agreement with a group of agents led by National Bank Financial Inc. for the issuance of $600 million of Limited Recourse Capital Notes, Series 4 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the "Notes").

The Notes will bear interest at a rate of 6.067% annually, payable semi-annually, for the initial period ending on but excluding August 16, 2031. Thereafter, the interest rate on the Notes will reset every 5 years at a rate equal to the prevailing 5-year Government of Canada Yield plus 2.95%. The Notes will mature on August 16, 2086.

Concurrently with the issuance of the Notes, National Bank will issue Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series 51 (Non-Viability Contingent Capital (NVCC)) (the "Series 51 Preferred Shares") to be held by Computershare Trust Company of Canada as trustee for NBC LRCN Limited Recourse Trust (the "Limited Recourse Trust"). In case of non-payment of interest on or principal of the Notes when due, the recourse of each Note holder will be limited to that holder's proportionate share of the Limited Recourse Trust's assets in respect of the Notes, which will consist of Series 51 Preferred Shares except in limited circumstances.

National Bank may redeem the Notes during the period from July 16 to and including August 16, commencing in 2031 and every 5 years thereafter, only upon the redemption by National Bank of the Series 51 Preferred Shares held in the Limited Recourse Trust, in accordance with the terms of such shares and with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole on not less than 10 nor more than 60 days' prior notice.

The net proceeds from the sale of the Notes will be added to National Bank's general funds and will be utilized for general banking purposes. It is expected that closing will take place on June 11, 2026.

The Notes and the Series 51 Preferred Shares will be offered by way of a prospectus supplement to National Bank's short form base shelf prospectus dated September 6, 2024, to be filed on or about June 4, 2026 with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada.

Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The base shelf prospectus is accessible, and the shelf prospectus supplement or any amendment will be accessible within two business days, through SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from National Bank Financial Inc. by phone at (416)-869-8414 or email at syndicate-corp@nbc.ca, by providing the contact with an email address or address, as applicable.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This press release shall not constitute an offer to sell or a solicitation to buy securities in the United States.

Caution Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements. These statements are based on a number of assumptions and are subject to risk factors, inherent risks and uncertainties, many of which are beyond National Bank's control and the impacts of which are difficult to predict. Except as required by law, National Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf. The forward-looking information contained in this press release is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.

About National Bank of Canada

With $618 billion in assets as at April 30, 2026, National Bank of Canada is one of Canada's six systemically important banks. The Bank has approximately 35,000 employees in knowledge-intensive positions and operates three business segments in Canada: Personal and Commercial Banking, Wealth Management and Financial Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities at nbc.ca or via social media.

SOURCE National Bank of Canada