CWB-Management Proxy Circular-2024-EN

Invitation to Shareholders DEAR FELLOW SHAREHOLDERS:

On behalf of the Board and our team at CWB Financial Group, we are pleased to invite you to attend the 2024 annual meeting of shareholders on April 4, 2024 at 1:00 p.m. (Mountain Time). The meeting will be held in-person at The Westin Hotel in Edmonton, Alberta and details for the webcast and live audio are available on our website at www.cwb.com/annual-report-and-annual-meeting. At the meeting you will gain insight from CWB's leadership about our fiscal 2023 performance and our strategic direction, and have the opportunity to ask questions of the Board and management. We encourage you to read this Management Proxy Circular in combination with our 2023 Annual Report and vote your shares. The Circular describes the business to be conducted at the meeting and provides information on CWB’s approach to corporate governance and executive compensation. Instructions on how you may exercise your voting rights are found in the form of proxy or voting form and are also found on page 3 of this Circular. Our performance in 2023 confirmed the strength and resilience of our strategy as the best full-service bank for business owners in Canada. We faced a challenging external environment that included persistent inflation, increasing interest rates, lower economic growth, and significant volatility in the global banking industry. In spite of these challenges, we successfully adapted by targeting lending opportunities to optimize returns within a prudent risk appetite and proactively managed our expenses. Our financial performance improved as the year progressed and we continued our trend of low levels of credit losses resulting from our secured lending model, prudent underwriting practices, and proactive loan management. We exited the fiscal year with positive earnings momentum, increased capital ratios, and a resilient balance sheet. Through a year of economic volatility, your Board placed its attention on funding, liquidity, capital, and credit risk. We also focused on CWB’s emerging risks, including our evolving approach to address climate risk. Earlier this year, CWB disclosed operational greenhouse gas emissions across our national footprint, and we support management’s development of targets and a reduction plan. We are also providing oversight of management’s phased approach to estimate our financed emissions. We believe that monitoring and prudent management of emerged and emerging risks to mitigate potential impacts will position CWB to deliver strong, sustainable returns for years to come.

This year, we would like to recognize Dr. Marie Delorme for her dedicated service on your Board. Dr. Delorme will not be standing for re-election to the Board at the annual meeting and we thank her for her contributions over the last three years.

Thank you to our fellow shareholders for your continued support of CWB and we look forward to your participation at our annual meeting this year. We are confident in CWB’s resilience, differentiated strategy and ability to deliver strong financial performance through the potential uncertain ty in the economy. Our conviction reflects the strength of our risk culture and focused performance of our teams across the organization. Through their efforts we are delivering unrivaled experiences for our business owner clients and are well positioned to deliver long-term value for all our stakeholders.

Sincerely,

Sarah A. Morgan-Silvester Chair of the Board

Christopher H. Fowler President and Chief Executive Officer

Notice of Annual Meeting of Common Shareholders of Canadian Western Bank

IN PERSON The Westin Hotel 10135 100 Street NW Edmonton, Alberta

WHEN:

Thursday, April 4, 2024 1:00 p.m. (Mountain Time)

AGENDA

The purpose of the meeting is to consider and take action on the following matters:

1. Elect CWB’s directors who will serve until the next annual meeting;

2. Receive CWB’s financial statements for the year ended October 31, 202 3 and the auditor’s report on those statements;

3. Appoint CWB’s auditor 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 related to the above matters.

If you are unable to attend the meeting at the scheduled time, a recorded version of the webcast will be available on the Investor Relations section of our website at www.cwb.com/investor-relations following the meeting.

By order of the Board,

Monique M. Petrin Nicholson Senior Vice President, General Counsel and Corporate Secretary January 29, 2024

YOUR VOTE IS IMPORTANT

Please vote as early as possible so your shares are represented at the meeting. CWB ’ s transfer agent, Computershare Trust Company of Canada, 8 th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, must receive your vote no later than 1:00 p.m. (Mountain Time) on April 2, 2024. Detailed voting instructions for shareholders begin on page 3 of the Management Proxy Circular.

We encourage you to vote by proxy in advance of the meeting.

Important Dates

2023 Fiscal Year End

October 31, 2023

Date of Circular

January 29, 2024 (all information is as at this date, unless indicated otherwise)

Record Date

February 6, 2024

Annual Meeting of Shareholders

April 4, 2024

Contents

Voting and Attendance Information: Questions and Answers............ 3

Business of the Meeting ..................................................................... 5

Electing our Directors...........................................................................................................................................5

Receiving our Financial Statements and Auditor’s Report ................................................................................... 5

Appointing our Auditor ........................................................................................................................................5

Voting on our Approach to Executive Compensation (“Say on Pay”) ................................................................... 6

Director Information........................................................................... 7

Your Director Nominees.......................................................................................................................................7

Director Compensation ........................................................................................................................................ 14

Directors’ Equity Requirements ........................................................................................................................... 16

Corporate Governance ....................................................................... 17

Our Corporate Governance Practices...................................................................................................................17

Committee Reports .............................................................................................................................................. 27

Executive Compensation and Related Information............................. 31

Compensation Discussion and Analysis................................................................................................................33

Named Executive Officer Compensation..............................................................................................................57

Additional Compensation Disclosure .................................................. 64

Compensation of Senior Managers and Other Material Risk Takers ....................................................................64

Compensation Awarded.......................................................................................................................................64

Special Compensation .......................................................................................................................................... 64

Deferred Compensation ....................................................................................................................................... 65

Other Information............................................................................... 66

Indebtedness of Directors and Executive Officers................................................................................................66

Directors’ and Officers’ Liability Insurance ........................................................................................................... 66

Shareholder Proposals .........................................................................................................................................66

Additional Information.........................................................................................................................................66

Directors’ Approval .............................................................................................................................................. 66

1 | Canadian Western Bank- Management Proxy Circular

Glossary

Terms and abbreviations used in the Management Proxy Circular:

AIRB

Advanced Internal Ratings-Based approach for calculating regulatory capital

Bank Act

Bank Act , SC 1991, c 46 (as amended)

Basis point

Board

Board of Directors of CWB

CEO

Chief Executive Officer

CIO

Chief Information Officer

CFO

Chief Financial Officer

Chair

Chair of the Board or chair of a committee of the Board

Circular

This Management Proxy Circular

Code

CWB Financial Group Code of Conduct: Living our Values

Computershare

Computershare Trust Company of Canada, CWB’s transfer agent

CPCO

Chief People and Culture Officer

CRO

Chief Risk Officer

CWB, us, our, we

Canadian Western Bank CWB and its subsidiaries

CWB Financial Group

CWB Wealth

Wealth management division of CWB Financial Group

DSU

Deferred Share Unit

DSU Plan

Deferred Share Unit Plan

EPS

Earnings Per Share

ERGs

Employee Represented Groups

ESG

Environmental, Social, and Governance

ESPP

Employee Share Purchase Plan

EVP

Executive Vice President

Executive Committee

Committee comprised of the President and CEO; CFO; CPCO; Group Head, CPW; Group Head, CS&SB; and CRO

Fiscal 2023

The fiscal year ended October 31, 2023

FSB

Financial Stability Board

GAAP

Generally Accepted Accounting Principles

GCR Committee

Governance and Conduct Review Committee Group Head, Commercial, Personal and Wealth Group Head, Client Solutions and Specialty Businesses

Group Head, CPW

Group Head, CS&SB

GRM

Group Risk Management

Group RRSP

CWB’s Group Registered Retirement Savings Plan

HR Committee

Human Resources Committee Institute of Corporate Directors IFRS Accounting Standards IFRS 9 Financial Instruments

ICD

IFRS

IFRS 9

Income Tax Act , RSC 1985, c 1 (5 th Supp) (as amended)

Income Tax Act

KPMG

KPMG LLP, CWB’s external auditor

LAP

Loan Adjudication Panel

Largest Canadian Banks

Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and Toronto-Dominion Bank

LTIP

Long-Term Incentive Program

MD&A

Management ’ s Discussion and Analysis

Meridian

Meridian Compensation Partners, Inc., CWB’s independent compensation consultant

NEO OSFI

Named Executive Officer

Office of the Superintendent of Financial Institutions

Participant

CWB Financial Group employee who participates in the respective plan

PSU

Performance Share Unit

PSU Plan

Performance Share Unit Plan

RSU

Restricted Share Unit

RSU Plan

Restricted Share Unit Plan

SIP

Share Incentive Plan

STIP

Short-Term Incentive Program

Supplemental Retirement Plan

Supplemental Retirement Arrangement for CWB senior management

SVP TSR TSX

Senior Vice President

Total Shareholder Return Toronto Stock Exchange

Canadian Western Bank- Management Proxy Circular | 2

Voting and Attendance Information: Questions and Answers

Q: Why have I received this Circular?

A: You received this Circular because you hold common shares of CWB as of the record date and have the right to vote at the annual meeting of common shareholders. This Circular details the items that will be covered and voted on at the annual meeting, along with detailed voting instructions.

Q: Why did I receive a notice regarding the electronic availability of this Circular instead of receiving a paper copy?

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 copy. By providing a notice instead of a paper copy of this Circular, we minimize the costs to print and mail this Circular and reduce the impact on the environment. Canadian securities laws (Notice and Access Rules) allow public companies to provide electronic access to this Circular instead of a paper copy to our registered and beneficial shareholders, provided that shareholders are given the option to request a paper copy.

Q: Who is soliciting my proxy?

A: The enclosed proxy form is being solicited by CWB management. It is expected that the solicitation will be primarily by mail. We will bear the costs associated with this solicitation.

Q: What will I be voting on?

A: You will be asked to vote on the following:

• Election of directors; • Appointment of auditor; and • Advisory resolution on CWB ’s approach to executive compensation (“say on pay”).

Q: When and where is the meeting being held?

A: April 4, 2024 at 1:00 p.m. (Mountain Time). It is being held in-person at The Westin Hotel in Edmonton, Alberta and can also be accessed via live webcast. Please see the annual meeting page of our website for the most up-to-date information: www.cwb.com/investor-relations/financial-information/annual-report-and-annual-meeting.

Q: How many shares are entitled to vote?

A: As of our record date, there were 96,484,636 fully paid and non-assessable common shares outstanding in the capital of CWB. Each common share holds one vote.

Q: Who can vote?

A: All holders of common shares at the close of business on our record date may vote their shares, unless described below under “Who cannot vote”.

Q: Who cannot vote?

A: Shares beneficially owned by the following entities or persons cannot be voted:

• The Government of Canada or a province; • The government of a foreign country or a political subdivision of a foreign country; • An agency of any of those entities listed above; or • Any person who has acquired more than 10% of any class of shares of CWB without the approval of the Minister of Finance (Canada).

In addition, if a person, or entity controlled by any such person, beneficially owns, in the aggregate, more than 20% of the eligible votes that may be cast, that person or entity may not cast any votes on the common shares.

To our knowledge, no person, directly or indirectly, owns or exercises control or direction over common shares carrying 10% or more of the votes attached to CWB ’ s outstanding common shares.

Q: How do I vote?

A: How you vote depends on whether you are a registered or non-registered (beneficial) shareholder. We recommend that you vote in advance of the meeting by completing and submitting your voting information form or proxy form (as applicable) by the time indicated.

Registered Shareholders

Non-Registered (Beneficial) Shareholders

You are a registered shareholder if you hold the common shares in your own name. If that is the case, your name appears on your physical share certificate or in a Direct Registration Statement issued by Computershare confirming your holdings.

You are a non-registered shareholder if your shares are held in the name of an intermediary (which is usually a trust company, securities broker, or other financial institution) rather than in your own name. Your intermediary will send you a voting instruction form. Carefully follow the instructions to vote your common shares.

3 | Canadian Western Bank- Management Proxy Circular

To vote by proxy

• You may appoint someone to represent you as proxyholder and vote your shares at the meeting. • Please complete and sign the proxy form sent to you and return it in the postage-prepaid envelope provided. • You may also vote by telephone at the number provided on your proxy form, or online at www.investorvote.com.

• You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to vote your common shares for you. In either case, you will need to complete and return the voting instruction form as instructed by your intermediary. • If you have any questions about the documentation required, please contact your intermediary.

To vote at the meeting

Registered Shareholders

Non-Registered (Beneficial) Shareholders

To vote at the meeting

• To vote in person at the meeting: -

Do not complete the proxy form or return it to us. Please bring it with you to the meeting and register with Computershare when you arrive at the meeting.

Insert your name in the space provided for appointing a proxyholder and sign and return the voting instruction form as instructed by your intermediary. - 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.

We encourage you to vote by Proxy in advance of the meeting

Changing your vote

• If you want to revoke your proxy after you have delivered it either electronically or by mail, you can do so by signing a written statement to this effect and delivering it to Monique Petrin Nicholson, Corporate Secretary, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 on or before April 2, 2024. 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.

• If you have returned your voting instructions to your intermediary and change your mind about your vote, or decide to attend the meeting and vote in person, contact your intermediary to discuss whether revocation is possible and, if so, the procedure to follow.

Q: How will my shares be voted if I give my proxy?

A: The common shares represented by your proxy will be voted or withheld from voting according to your instructions.

If you specify how you want your shares to be voted on a particular matter, your proxyholder must vote your shares accordingly. If you do not specify how you want your shares voted, your proxyholder will decide how to vote.

If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder, and do not specify how you want to vote, the CWB directors designated in the proxy form as your proxyholder will vote for you as follows:

• FOR the appointment of KPMG as CWB ’ s auditor; • FOR the election as directors of each of the nominees set out in the “ Your Director Nominees ” section in this Circular; and • FOR the advisory resolution on CWB ’ s approach to executive compensation.

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.

Q: How will votes be counted?

A: Computershare will act as the meeting ’ s scrutineer, and will count the proxies and tabulate the results.

Q: Is my vote confidential?

A: Computershare preserves the confidentiality of shareholder votes, except where:

• The Chair of the meeting is required to rule on the validity of voting instructions contained in a proxy; • The shareholder clearly intends to communicate their position to management; or • Necessary to comply with legal requirements.

Subject to these three exceptions, all proxies are considered confidential and will be retained by Computershare in its capacity as CWB ’ s transfer agent.

Q: How do I find out the voting results?

A: The voting results will be announced at the meeting. After the meeting, a detailed report on the voting results will be posted on CWB ’ s website at www.cwb.com and under CWB ’ s profile on SEDAR+ at www.sedarplus.ca.

Canadian Western Bank- Management Proxy Circular | 4

Business of the Meeting

ELECTING OUR DIRECTORS There are nine nominees standing for election to serve as directors until the end of our next annual meeting of shareholders. All nominated directors have been recommended by the GCR Committee and currently serve on the Board. You can find information about the nominated directors in the “ Your Director Nominees ” section beginning on page 7.

The Board recommends that you vote FOR each of the director nominees listed in this Circular. Unless specified, the persons designated in the proxy form intend to vote FOR each of the nominees listed in the “Your Director Nominees” section of this Circular.

We have a Majority Voting Policy for the election of directors. Any nominee in an uncontested election who receives more “withheld” votes than votes in their favour is considered to not have received the support of shareholders, and is expected to immediately tender their resignation to the Board for consideration. More information about our Majority Voting Policy can be found on page 21. RECEIVING OUR FINANCIAL STATEMENTS AND AUDITOR’ S REPORT Our consolidated financial statements for the year ended October 31, 2023, together with the auditor ’ s report on those statements, will be presented at the meeting. You will find these documents in our 2023 Annual Report, which has been delivered or made available to you in accordance with securities laws, unless you acquired your shares after the mail-out. You can also find these documents on our website at www.cwb.com and under our profile on SEDAR+ at www.sedarplus.ca. The financial statements have been prepared in accordance with IFRS.

APPOINTING OUR AUDITOR The Board proposes the appointment of KPMG as our external auditor until the end of our next annual meeting of shareholders. KPMG has been our external auditor since fiscal 2008. Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. AUDITOR INDEPENDENCE – PRE-APPROVAL POLICIES AND PROCEDURES

The Board recommends that you vote FOR the appointment of KPMG as auditor of CWB. Unless specified, the persons designated in the proxy form intend to vote FOR the appointment of KPMG as auditor of CWB until the end of our next annual meeting of shareholders.

As part of our corporate governance structure, the Audit Committee annually reviews and approves the terms and scope of the e xternal auditors’ engagement. To further reduce the risk that the auditors’ independence may be compromised, our policy requires that the Audit Committee also pre- approve all of the auditors’ significant engagements for non-audit services and monitor all other engagements.

Under our policy, the significance threshold for non-audit engagements is defined as any engagement for which the cost estimate exceeds 5% of the annual audit fee, as outlined in the auditors’ annual audit planning report. Receiver/manager services provide d by the auditors to borrowers of CWB are not included in the definition of non- audit services under our policy but are reviewed by the Audit Committee on an annual basis.

All non- audit service engagements, regardless of the cost estimate, are required to be approved by CWB’s CFO, or designate, to furthe r oversee adherence to this policy. All non-audit service engagements are reported to the Audit Committee on a quarterly basis.

AUDITOR SERVICE FEES

The fees paid to KPMG by CWB Financial Group, by category, during fiscal 2023 and 2022 follow:

Year Ended October 31, 2023 ($)

Year Ended October 31, 2022 ($)

Audit fees

2,363,979

1,993,369

Audit-related fees

160,640

149,450

Tax-related fees

26,040

86,897

All other fees

68,265

15,750

Total fees

2,618,924

2,245,466

5 | Canadian Western Bank- Management Proxy Circular

AUDIT FEES

Audit fees are paid for professional services rendered for the audit of our annual financial statements and the audit of our subsidiaries, audits of the financial statements of investment funds managed by CWB Financial Group, for services provided in connection with statutory and regulatory filings, for services and regulatory filings related to prospectuses and other offering documents, the review of our interim financial statements, and the Service Organization Controls 1 audit for Canadian Western Trust Company.

AUDIT-RELATED FEES

Audit-related fees are paid for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the audit fees item above, including fees for French translation of our interim and annual financial statements, and prospectuses and other offering documents.

TAX-RELATED FEES

Tax-related fees are paid for professional services relating to tax planning, advisory and compliance services. Tax compliance services include the review of corporate tax returns. Tax planning and advisory services include advice related to common forms of taxation, including income tax, capital tax, and goods and services tax (GST). Tax- related fees were higher in 2022 due to support in resolving a GST audit.

ALL OTHER FEES

All other fees were paid for services other than the audit fees, audit-related fees and tax-related fees described above and includes fees for other assurance work and ESG related support.

VOTING ON OUR APPROACH TO EXECUTIVE COMPENSATION (“SAY ON PAY”) The Board believes that shareholders should have the opportunity to have a say on our approach to executive compensation. We offer you the opportunity to cast your advisory vote regarding our approach to executive compensation (your “say on pay”). Your vote on the advisory resolution is an important indication of your understanding and support of our approach to executive compensation, and we are committed to responding to shareholder feedback.

The Board recommends that you vote FOR the advisory resolution on our approach to executive compensation. Unless specified, the persons designated in the proxy form intend to vote FOR the advisory resolution on our approach to executive compensation.

Our executive compensation program is designed to align our executives’ interests with our shareholders’ long -term interests. To this end, the program centres on pay for performance, is based on market practice, and follows strong governance and risk management principles. We encourage you to read the “ Executive Compensation and Related Information ” section of this Circular beginning on page 31. That section describes our approach to executive compensation, including our objectives, philosophy, and guiding 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 ChairoftheBoard@cwbank.com.

We ask you to vote on the way we compensate our executives by voting for or against the following resolution:

“ RESOLVED on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Canadian Western Bank ’ s Management Proxy Circular delivered in advance of the 2024 annual meeting of common shareholders. ”

Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. While this vote is non-binding, the Board and the HR Committee will consider the results as part of their ongoing review of our executive compensation program.

Canadian Western Bank- Management Proxy Circular | 6

Director Information

YOUR DIRECTOR NOMINEES This year, we have nine nominees standing for election as directors of CWB, to hold office until the end of our next annual shareholders’ meeting. All of the nominated individuals are currently CWB directors and were elected at the last annual shareholders’ meeting on April 6, 2023. Christopher H. Fowler, our President and CEO, is the only non-independent director nominee, as the Bank Act requires that the CEO be a member of CWB’s Board. The director biographies below provide detailed information about each nominee, including their age (at the date of the annual meeting), education, expertise, other public company board memberships, committee memberships, meeting attendance, equity ownership, and voting results from last year’s director election. The value o f common shares, DSUs for independent directors, and RSUs and PSUs for Mr. Fowler, are valued at the closing price of the common shares on the TSX on January 29, 2024 for 2024 ($29.99) and January 31, 2023 for 2023 ($28.12). Effective May 1, 2023, all independent directors must hold, either directly or indirectly, CWB common shares or DSUs with a value equivalent to $665,000, and the Chair of the Board must hold, either directly or indirectly, CWB common shares or DSUs with a value of $1,000,000. All independent directors, including the Chair of the Board, have three years to meet the increased requirement.

ANDREW J. BIBBY

Board/Committee Membership

Attendance (92% Overall)

10 of 11 (1)

Board of Directors HR Committee Risk Committee

Vancouver, British Columbia, Canada Age: 66 Director Since: 2012 Independent

5 of 6 (1)

7 of 7

Total

22 of 24

Results of 2023 vote: 99.0% for

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 board of UBC Properties Trust. Mr. Bibby received a Bachelor of Commerce from the 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 Other Boards and Committees

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Applicable Annual Retainer

Year

DSUs

2024

12,762

26,152

38,914

1,167,031

1.8

6.1

2023

12,153

21,853

34,006

956,249

1.7

5.5

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

7 | Canadian Western Bank- Management Proxy Circular

MARIA FILIPPELLI, FCPA, FCA

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

11 of 11

Toronto, Ontario, Canada Age: 57 Director Since: 2020 Independent

Audit Committee (Chair)

6 of 6 6 of 6

GCR Committee

Total

23 of 23

Results of 2023 vote: 97.7% for

Ms. Filippelli is a Corporate Director with extensive experience in financial services. She served as Vice-Chair and Managing Partner of Deloitte Canada and was a member of Deloitte’s Leadership Team, Clients and Industries Management Committee and Risk Execut ive. Previously, she served on the Global Executive of Lloyds Banking Group as the Group Audit Director based in London, England. Prior to that, she spent more than two decades with KPMG Canada in progressive roles, including as Partner and National Industry Leader, Financial Services. Ms. Filippelli is a Chartered Professional Accountant. She holds a Bachelor of Business Management from Ryerson University and is a Fellow of the Chartered Professional Accountants of Ontario. Ms. Filippelli is an executive advisor on strategic, governance and regulatory matters and a member of the Dean’s Council at the Ted Rogers School of Management at Ryerson University. Ms. Filippelli is a financial expert on the Audit Committee.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

Ontario Power Generation Inc. (2021 – Present) (1)

Audit and Risk Committee Generation Oversight Committee Human Resources and Governance Committee

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Applicable Annual Retainer

Year

DSUs

2024

7,825

21,632

29,457

883,415

1.3

4.6

2023

7,500

13,308

20,808

585,121

1.0

3.3

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

CHRISTOPHER H. FOWLER

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

11 of 11

Edmonton, Alberta, Canada Age: 64 Director Since: 2013 Non-Independent

Total

11 of 11

Results of 2023 vote: 99.1% for

Mr. Fowler is the President and CEO of CWB. He joined CWB in 1991 and was appointed President and CEO in 2013. Mr. Fowler currently serves on the board of the Business Council of Alberta. He is a member of the Business Council of Canada, and the University of Alberta Business Advisory Council. In 2022, Mr. Fowler was inducted into the Junior Achievement Northern Alberta Business Hall of Fame. 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 Other Boards and Committees

Equity Ownership

Common Shares

Total Common Shares, RSUs and PSUs

Total Value of Common Shares, RSUs and PSUs ($)

Year

RSUs and PSUs

2024

167,579

105,951

273,530

8,203,165

For further disclosure relating to the value of Mr. Fowler’s shareholdings, refer to the tables on pages 36 and 52.

2023

162,717

113,408

276,125

7,764,635

Canadian Western Bank- Management Proxy Circular | 8

LINDA M. O. HOHOL

Board/Committee Membership

Attendance (83% Overall)

9 of 11 (1)

Board of Directors

Calgary, Alberta, Canada Age: 72 Director Since: 2011 Independent

(1)

5 of 6

HR Committee (Chair)

6 of 7

Risk Committee

20 of 24

Total

Results of 2023 vote: 95.5% for

Ms. Hohol is a Corporate Director. She was previously President of TSX Venture Exchange Inc. at the TMX Group Inc. Prior to that, she held the roles of EVP, Wealth Management and SVP, Alberta and NWT at Canadian Imperial Bank of Commerce. In addition to the public company directorship 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 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 Other Boards and Committees

NAV CANADA (2012 – 2023) (2)

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer

Year

DSUs

2024

9,490

29,206

38,696

1,160,493

1.7

6.1

2023

9,490

24,762

34,252

963,166

1.7

5.5

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

E. GAY MITCHELL

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

11 of 11

Toronto, Ontario, Canada Age: 67 Director Since: 2019 Independent

GCR Committee

6 of 6 7 of 7

Risk Committee (Chair)

Total

24 of 24

Results of 2023 vote: 99.6% for

Ms. Mitchell is a Corporate Director. She was previously Deputy Chair of RBC Wealth Management. 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 Maste r 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 Other Boards and Committees

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer

Year

DSUs

2024

25,350

20,216

45,566

1,366,524

2.1

7.2

2023

25,350

16,150

41,500

1,166,980

2.0

6.7

9 | Canadian Western Bank- Management Proxy Circular

SARAH A. MORGAN-SILVESTER, O.B.C.

Board/Committee Membership (1)

Attendance (100% Overall)

Board of Directors (Chair)

11 of 11

Vancouver, British Columbia, Canada Age: 64 Director Since: 2014 Independent

Audit Committee GCR Committee HR Committee Risk Committee

6 of 6 6 of 6 6 of 6 7 of 7

Total

36 of 36

Results of 2023 vote: 98.2% for

Ms. Morgan-Silvester is a Corporate Director. She has a background in financial services and was previously EVP, Personal Financial Services and Wealth Management of HSBC Bank Canada, and President and CEO of HSBC Trust Company (Canada). She currently serves on a number of boards including as Board Chair of Grosvenor Americas Partners. She 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 director of private companies and other organizations. Ms. Morgan-Silvester 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 a Human Resources and Compensation Committee designation from the Directors College. Ms. Morgan-Silvester has been appointed to the Order of British Columbia and is the recipient of multiple awards including the Queen Elizabeth II Diamond Jubilee Medal, Association of Women in Finance Lifetime Achievement Award, Influential Women in Business Lifetime Achievement Award, and WXN’s Canada’s Most Powerful Women: Top 100 award.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

British Columbia Ferry Services Inc. (2016 – Present) (2)

Audit and Finance Committee Capital Projects Committee

NAV CANADA (2023 – Present) (2)

Audit & Finance Committee Governance Committee (Chair) Human Resources & Compensation Committee Pension Committee

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer (3)

Year

DSUs

2024

11,650

43,724

55,374

1,660,666

1.7

4.5

2023

11,650

35,267

46,917

1,319,306

2.3

3.8

(1) As Chair of the Board, Ms. Morgan-Silvester serves as a member of all Board committees. (2) Reporting issuer but not listed on a stock exchange. (3) Directors receive an Annual Retainer of $190,000. As Chair of the Board, Ms. Morgan-Silvester receives an Annual Retainer of $365,000, as further outlined on page 14.

MARGARET J. MULLIGAN, FCPA, FCA

Board/Committee Membership

Attendance (83% Overall)

9 of 11 (1) 5 of 6 (1) 6 of 7 (1) 20 of 24

Board of Directors Audit Committee

Oakville, Ontario, Canada Age: 65 Director Since: 2017 Independent

Risk Committee

Total

Results of 2023 vote: 97.7% for

Ms. Mulligan is a Corporate Director. She was previously the EVP and CFO of Valeant Pharmaceuticals International Inc. (formerly Biovail 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. Ms. Mulligan is a financial expert on the Audit Committee.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

New Gold Inc. (2018 – Present)

Audit Committee Human Resources and Compensation Committee (Chair)

Ontario Power Generation Inc. (2005 – 2019)

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer

Year

DSUs

2024

9,000

41,704

50,704

1,520,613

2.3

8.0

2023 6.7 (1) Ms. Mulligan was absent from two special meetings of the Board, one special meeting of the Audit Committee and one special meeting of the Risk Committee. Special meetings are generally held on short notice. 9,000 32,897 41,897 1,178,144 2.1

Canadian Western Bank- Management Proxy Circular | 10

IRFHAN A. RAWJI (1)

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

11 of 11

Calgary, Alberta, Canada Age: 45 Director Since: 2021 Independent

HR Committee

6 of 6 7 of 7

Risk Committee

24 of 24

Total

Results of 2023 vote: 98.7% for

Mr. Rawji is Managing Partner at Relay Ventures, an early stage venture capital firm. He is also the founder and Executive Chair of MobSquad, an innovative Canadian start- up that ensures high caliber software engineers with US work visa challenges remain working with their current company, but near-shored from Canada. He is a director of several private companies and organizations including PBA Land & Developments, Alate Partners Inc., CIFAR, and the Aga Khan Museum. Mr. Rawji received a Master of Business Administration with High Honors from Harvard Business School and a Bachelor of Commerce with Honours from the University of British Columbia. He is a recipient of the Queen Elizabeth II Diamond Jubilee Medal, Queen Elizabeth II Platinum Jubilee Medal , Heart & Stroke Foundation’s Award of Merit, Sauder School of Business’ Teaching Excellence Award, Business for the Arts’ Arnold Edinborough Award, and was recognized as a member of Canada’s Top 40 Under 40 (2017) by The Caldwell Partners International Inc.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer

Year

DSUs

2024

30,420

16,502

46,922

1,407,191

2.1

7.4

2023

29,348

9,423

38,771

1,090,241

1.9

6.2

(1) Mr. Rawji was a director and Board Chair of Carrot Insights Inc. when it filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) on July 11, 2019.

IAN M. REID

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

11 of 11

Edmonton, Alberta, Canada Age: 68 Director Since: 2011 Independent

Audit Committee

6 of 6 6 of 6

GCR Committee (Chair)

23 of 23

Total

Results of 2023 vote: 95.1% for

Mr. Reid is a Corporate Director. He retired from Finning International Inc. in 2008 after a 30-year career, which included 11 years as President of Finning (Canada) Ltd. In addition to the public company directorships set out below, Mr. Reid serves on the Board of Directors of Fountain Tire Ltd., a privately held corporation owned in partnership with Goodyear Canada, as well as 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 Other Boards and Committees

OceanaGold Corporation (2018 – Present)

Governance and Nominations Committee Sustainability Committee (Chair) Technical Committee

Bird Construction Inc. (formerly Stuart Olson Inc.) (2007 – 2020)

Equity Ownership

Common Shares

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement

Total Amount at Risk as a Multiple of Annual Retainer

Year

DSUs

2024

13,952

44,420

58,372

1,750,576

2.6

9.2

2023

13,337

38,762

52,099

1,465,024

2.6

8.4

11 | Canadian Western Bank- Management Proxy Circular

ATTENDANCE

Four regularly scheduled quarterly Board meetings and seven special Board meetings were held, and each Board committee met at least four times during the 2023 fiscal year. The table below includes one joint meeting of the Risk and Audit Committees. A joint meeting is convened only when the Board determines that there are matters impacting both the Audit and Risk Committees that should be discussed together either to align understanding between all committee members, or where there are decisions needing to be made that require engagement of both committees.

Directors are expected to attend all Board meetings and meetings of committees on which they serve. Special meetings are generally held on short notice. Directors are invited to and often attend meetings of committees they do not serve on, and may contribute at such meetings as guests.

The following table sets out the directors’ attendance at the Board meetings and committee meetings held during fiscal 202 3. This table includes the attendance of Dr. Marie Delorme who will not be standing for re-election on April 4, 2024, but excludes the attendance of Mr. Robert Manning who retired from the Board on April 6, 2023.

LAP (1) (14 meetings)

Board (11 meetings)

Audit Committee (6 meetings)

GCR Committee (6 meetings)

HR Committee (6 meetings)

Risk Committee (7 meetings)

Andrew J. Bibby

100

Marie Y. Delorme

100

Maria Filippelli

100

Christopher H. Fowler

100

Linda M.O. Hohol

E. Gay Mitchell

100

Sarah A. Morgan-Silvester

100

Margaret J. Mulligan

Irfhan A. Rawji

100

Ian M. Reid

100

Totals/Average

103/110

28/30

24/24

100

28/30

40/42

(1) 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 19 for further information on the LAP.

Canadian Western Bank- Management Proxy Circular | 12

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