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.
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