CWB-Management Proxy Circular-2024-EN

STEPHEN H.E. MURPHY, Group Head, Commercial, Personal and Wealth

Mr. Murphy was appointed as CWB’s Group Head, Commercial, Personal and Wealth in April 2022, and previously served as CWB’s E VP, Banking. Mr. Murphy's responsibilities include overseeing CWB’s national banking centre network, as well as commercial real estate lending , specialty finance (including CWB Maxium Financial, CWB Franchise Finance and corporate banking), CWB Wealth operations (including centralized services and sales effectiveness), strategy and corporate development. Mr. Murphy has been with CWB Financial Group since 2016, and has over 25 years of banking experience. Prior to joining CWB, Mr. Murphy was a senior officer of one of the Largest Canadian Banks, where he most recently was responsible for British Columbia mid-market commercial banking and, prior to that, was special assistant to the CEO. Mr. Murphy received a Bachelor of Administrative and Commercial Studies from the University of Western Ontario and a Master of Business Administration from the Richard Ivey School of Business.

2023 Performance Highlights

• Delivered 10% annual loan growth in our general commercial loan portfolio, including 17% growth in Ontario. • Focused growth to support strong risk-adjusted returns and active portfolio management to deliver strong credit performance.

• Led progress on major transformation projects related to core lending processes and target operating model to drive efficiency and enhanced client experience. • Supported employee engagement, with CWB named as one of this year’s top 25 Best Workplaces TM in Canada for the second year in a row by Great Place to Work Canada® and being recognized by Waterstone Human Capital as having one of Canada’s Most Admired Corporate Cultures TM for the fourth time, earning a place in their hall of fame.

Compensation Over Time (1)(2)

Total Direct Compensation ($)

2023 Actual Compensation Mix

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award. (2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Share Ownership (1)

Total Value of Common Shares ($)

Total Value of Common Shares/RSUs/PSUs ($)

Minimum Value Under Guidelines ($)

Total Value of RSUs ($)

Total Value of PSUs (2) ($)

Required Multiple of Base Salary

Meets Guidelines

Actual Multiple

1,301,041

-

685,768

1,986,809

1,040,000

2

3.8

(1) Share ownership data is disclosed as at October 31, 2023. (2) Total Value of PSUs includes the PSUs granted in fiscal 2021 and vested on October 31, 2023, and are valued using a 100% performance multiplier applied to $27.48, the closing price of CWB common shares on the TSX on October 31, 2023, for the purposes of determining compliance with minimum share ownership requirements.

Other Equity Holdings – Stock Options (1)

Unexercisable

Exercisable

(#)

In-the-Money Value ($)

(#)

In-the-Money Value ($)

Total ($)

62,540

89,301

73,132

-

89,301

(1) Stock option data is disclosed as at October 31, 2023.

Canadian Western Bank- Management Proxy Circular | 54

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