CWB-Management Proxy Circular-2023-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 2023 annual meeting of shareholders on April 6, 2023 at 1:00 p.m. (Mountain Time). We encourage shareholders to attend our annual meeting virtually through the LUMI platform accessible at web.lumiagm.com/436151338, password “ cwb2023 ” (case sensitive). The meeting will also have a small in -person option at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, whether you attend virtually or in person, you will gain insight from CWB's leadership about our fiscal 2022 performance, our strategic direction, and have the opportunity to ask questions of the Board and management. The Board continues to provide strong oversight as management executes our winning strategy to deliver the best full-service bank for business owners in Canada. We have delivered strong growth in Ontario, with further momentum supported by the newly opened Markham banking centre in fiscal 2022 and opening of a new banking centre in Toronto’s financial district next year. We will also leverage our new modern flagship banking centre in Vancouver to support market share growth in British Columbia. With our modern technology infrastructure and a targeted approach to enhance our digital capabilities, we provide enhanced value to our clients. We successfully launched our new personal and small business digital banking platforms this year to provide clients more time to focus on running their business. Continued enrichment of our digital capabilities broadens our access to stable lower cost funding through enhanced growth of full-service relationships both within and outside our banking centre footprint. As our clients grow and become successful, we are positioned to grow with them. Our expanded wealth offering enables our teams to continue to be our clients’ financial services partner through all stages of their lives. CWB Wealth is positioned to provide a differentiated client experience in Canadian private wealth advisory services and strengthen full-service relationships with successful business families, business executives, and employees of the businesses CWB serves. As part of strengthening oversight of all aspects of sustainability, this year, we updated Board and committee mandates to further reflect our governance responsibilities in relation to CWB’s approach to ESG factors, initiatives, risks, and reporting. We remain committed to supporting and engaging with management as they continue to execute CWB’s sustainability roadmap. Today, we are a more resilient bank than ever with a track record of strong performance through economic cycles. Our confidence reflects the strength of our teams across the organization. We believe we have the right diversity of experience, perspectives and skill sets to effectively address the opportunities and challenges ahead. The enhanced capabilities we have built provide a platform to create sustainable long-term value.

Thank you from CWB

Our people first culture supports our continued position as a destination for top talent. Our collaborative, high-performance culture was recognized again this year by Great Place to Work Canada® as one of this year’s top 20 Best Workplaces TM in Canada and one of the Best Workplaces TM for Hybrid Work. This year, we are pleased to have seamlessly executed our planned succession at both the executive leadership team level and the Board level. We wish Carolyn Graham, Glen Eastwood and Darrell Jones happiness in their retirements and thank each of them for their significant contributions to CWB. We are confident that Carolina Parra, Jeff Wright, John Steeves and Azfar Karimuddin are the right additions to our executive team to continue to deliver a differentiated client experience and award-winning workplace culture.

We want to thank all our CWB team members for your unwavering commitment to delivering an unrivaled experience to our clients and advancing our strategic direction. We are excited about the opportunities that lie ahead and remain confident in our ability to produce sustainable value for all stakeholders.

To our clients across Canada, thank you for choosing CWB and giving our team the opportunity to be a trusted partner that is obsessed with your success.

To our fellow shareholders, thank you for your ongoing support and commitment to CWB through a year of strategic investment and prudent risk management to ensure we are well positioned for the challenges and opportunities that may lie ahead. Looking forward, we will take a targeted approach in our investments and drive strong growth of profitable full-service client relationships across our geographic footprint. Our team is poised to deliver upon our significant potential with strong core operating performance next year, and we have charted a course to reward you with a meaningful expansion of our return on equity by 2024.

Director Retirement

After 37 years of esteemed and dedicated service, Mr. Robert Manning will retire from the Board and not stand for re-election at the annual meeting. An original member, Mr. Manning is the longest standing member of CWB’s Board, and has served as Chair of the Audit Committee since 1996. His accomplished business acumen, experience, and thoughtful perspective have greatly contributed to the enduring foundation upon which the strong performance of our Board and CWB have been built. CWB has grown and developed under the exemplary leadership and insightful governance of Mr. Manning, and his energy will be missed. We wish to thank and express our utmost gratitude to Mr. Manning for the dedication, leadership, and invaluable experience he has brought to the Board and executive management.

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 WHEN:

WHERE: VIRTUALLY *Encouraged* Via the LUMI virtual AGM platform at web.lumiagm.com/436151338, password “ cwb2023 ” (case sensitive) IN PERSON The Fairmont Hotel Macdonald Jasper Room 10065 100 Street NW Edmonton, Alberta

Thursday, April 6, 2023 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 2 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 31, 2023

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 4, 2023. 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

2022 Fiscal Year End

October 31, 2022

Date of Circular

January 31, 2023 (all information is as at this date, unless indicated otherwise)

Record Date

February 7, 2023

Annual Meeting of Shareholders

April 6, 2023

Contents

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

Business of the Meeting .......................................................................6

Electing our Directors...........................................................................................................................................6

Receiving our Financial Statements and Auditor’s Report ................................................................................... 6

Appointing our Auditor ........................................................................................................................................6

Voting on our Approach to Executive Compensation (“Say on Pay”) ................................................................... 7

Director Information .............................................................................8

Your Director Nominees.......................................................................................................................................8

Director Compensation ........................................................................................................................................ 15

Directors’ Equity Requirements ........................................................................................................................... 18

Corporate Governance .........................................................................19

Our Corporate Governance Practices...................................................................................................................19

Committee Reports .............................................................................................................................................. 29

Executive Compensation and Related Information ..............................33

Compensation Discussion and Analysis................................................................................................................35

Named Executive Officer Compensation..............................................................................................................60

Additional Compensation Disclosure....................................................67

Compensation of Senior Managers and Other Material Risk Takers ....................................................................67

Compensation Awarded.......................................................................................................................................67

Special Compensation .......................................................................................................................................... 67

Deferred Compensation.......................................................................................................................................68

Other Information.................................................................................69

Indebtedness of Directors and Executive Officers................................................................................................69

Directors’ and Officers’ Liability Insurance ........................................................................................................... 69

Shareholder Proposals .........................................................................................................................................69

Additional Information.........................................................................................................................................69

Directors’ Approval .............................................................................................................................................. 69

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 points

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 & 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, CRO, CIO, and EVP, Banking

Fiscal 2022

The fiscal year ended October 31, 2022

FSB

Financial Stability Board

GAAP

Generally Accepted Accounting Principles Governance and Conduct Review Committee Group Head, Commercial, Personal and Wealth Group Head, Client Solutions & Specialty Businesses

GCR Committee

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

ICD

IFRS

International Financial Reporting Standards, as issued by the International Accounting Standards Board

IFRS 9

International Financial Reporting Standards 9 Financial Instruments

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

SEDAR

System for Electronic Document Analysis and Retrieval

SEVP

Senior Executive Vice President

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 6, 2023 at 1:00 p.m. (Mountain Time). It is being held virtually by live webcast accessible at web.lumiagm.com/436151338 , password “ cwb2023 ” (case sensitive) and in-person at the Fairmont Hotel Macdonald in Edmonton, Alberta. We are holding a virtual meeting in order to limit and mitigate risks to the health and safety of the shareholders and the community. 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 do I access and participate in the virtual meeting?

A: Registered shareholders, and duly appointed proxyholders, can access the meeting as follows:

• Go to web.lumiagm.com/436151338 in a web browser on a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample time to check into the virtual meeting to check compatibility and complete the related procedures. • Select “I have a Control Number/Username” and enter your 15 -digit Control Number (your Control Number is located on your form of proxy) and the password: “ cwb2023 ” (case sensitive).

Guests, including non-registered securityholders who have not duly appointed themselves as proxyholders, can also log in to the meeting. Guests can listen to the meeting but are not able to vote.

Q: How do I ask questions at the virtual meeting?

A: Shareholders are encouraged to submit questions in advance of the meeting by emailing CorporateSecretary@cwbank.com. Shareholders participating in the virtual meeting will have the opportunity to submit written questions to the Chair via the LUMI virtual AGM platform. 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 do I appoint a proxyholder to represent me at the virtual meeting?

A: If you wish to appoint a third-party proxyholder to represent you at the virtual meeting, you must submit your proxy or voting instruction form (as applicable) prior to registering your proxyholder. You can choose anyone to act as your proxyholder. It does not have to be the persons named in the enclosed proxy form or another shareholder. If you leave the space in the proxy form blank, the persons designated in the proxy form, who are CWB directors, will be appointed to act as your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register your proxyholder will result in your proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, you MUST visit www.computershare.com/CanWesternBank by 1:00 p.m. (Mountain Time) on April 4, 2023 and provide Computershare wi th your proxyholder’s contact information so that Computershare may provide your proxyholder with a Username via email. We encourage you to vote in advance by submitting your voting instruction form or proxy (as applicable) by the applicable deadline.

3 | Canadian Western Bank- Management Proxy Circular

Q: How many shares are entitled to vote?

A: As of our record date, there were 96,229,155 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.

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

• To vote virtually at the meeting: - Do not complete the proxy form or return it to us. Register with Computershare in advance of the meeting and receive a 15-digit control number. - Registered shareholders who have a 15-digit control number, along with duly appointed proxyholders who were assigned a username by Computershare will be able to vote and submit questions during the meeting. To do so, please go to web.lumiagm.com/436151338 prior to the start of the meeting to log in. Click o n “I have a login” and enter your 15 -digit control number or username along with the password “ cwb2023 ”. - Once logged into the LUMI virtual AGM platform, use the voting function. You will be prompted to vote on each item of business when the Chair calls for a vote.

• To vote virtually 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 vote 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 as proxyholder in advance of the meeting. - Once logged into the LUMI virtual AGM platform, use the voting function. You will be prompted to vote on each item of business when the Chair calls for a vote.

Canadian Western Bank- Management Proxy Circular | 4

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.

• To vote in person 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.

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 4, 2023. 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 judgement 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.sedar.com.

5 | Canadian Western Bank- Management Proxy Circular

Business of the Meeting

ELECTING OUR DIRECTORS There are 10 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 8. We have a Majority Voting Policy for the election of directors. Any nominee in an uncontest ed 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 23.

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.

RECEIVING OUR FINANCIAL STATEMENTS AND AUDITOR’ S REPORT Our consolidated financial statements for the year ended October 31, 2022, together with the auditor ’ s report on those statements, will be presented at the meeting. You will find these documents in our 2022 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.sedar.com. 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.

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.

AUDITOR INDEPENDENCE – PRE-APPROVAL POLICIES AND PROCEDURES 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 ensure that the auditors’ independence is not compromised, our p olicy 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 provided by the auditors to borrowers of CW B 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 ensure that adherence to this policy is monitored. 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 2022 and 2021 follow:

Year Ended October 31, 2022 ($)

Year Ended October 31, 2021 ($)

Audit fees

1,993,369

1,743,126

Audit-related fees

149,450

164,385

Tax-related fees

86,897

10,555

All other fees

15,750

11,250

Total fees

2,245,466

1,929,316

Canadian Western Bank- Management Proxy Circular | 6

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 the 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 CWB Trust Services.

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. In both 2021 and 2022, all other fees also included 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. Our executive compensation progra m 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 33. 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 2023 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.

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.

7 | Canadian Western Bank- Management Proxy Circular

Director Information

YOUR DIRECTOR NOMINEES The GCR Committee recommends the individuals below 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 7, 2022. 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 of 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 31, 2023 for 2023 ($28.12) and January 31, 2022 for 2022 ($38.63).

ANDREW J. BIBBY

Board/Committee Membership

Attendance (100% Overall)

Board of Directors HR Committee Risk Committee

7 of 7 5 of 5 6 of 6

Vancouver, British Columbia, Canada Age: 65 Director Since: 2012 Independent

Total

18 of 18

Results of 2022 vote: 99.1% 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

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

12,153

21,853

34,006

956,249

1.7

5.5

2022

11,622

18,137

29,759

1,149,590

2.0

6.6

MARIE Y. DELORME

Board/Committee Membership

Attendance (100% Overall)

Board of Directors Audit Committee

7 of 7 6 of 6 5 of 5

Calgary, Alberta, Canada Age: 67 Director Since: 2021 Independent

HR Committee

Total

18 of 18

Results of 2022 vote: 99.7% for

Dr. Delorme is CEO of The Imagination Group of Companies. She has extensive experience as a director of numerous private companies and charitable organizations including The Donner Canadian Foundation, The Canadian Centre to End Human Trafficking, The National Indigenous Economic Development Bo ard, Queen’s University, Mount Royal University, and the RCMP Foundation. Dr. Delorme holds a Bachelor of Science degree, a Master of Business Administration from Queen’s University, and both a PhD a nd an Honorary Doctor of Laws from the University of Calgary. She is a Member of the Order of Canada and is the recipient of multiple awards including Inspire Business and Commerce, Canada’s Most Powerful Women: Top 100, Alberta Centennial Medal, University of Calgary Dr. Douglas Cardinal Award, Alberta Chamber of Commerce Business Award of Distinction, Calgary Chamber of Commerce Salute to Excellence Award, Métis Nation Entrepreneurial Leadership Award, and the Canadian Council for Aboriginal Business Award for Excellence in Aboriginal Relations.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

Premium Brands Holdings Corporation (2021 – Present)

Compensation and Human Resources Committee

Equity Ownership (1)

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

1,735

9,423

11,158

313,763

0.6

1.8

2022

2,844

109,864

0.2

0.6

(1) Dr. Delorme was appointed to the Board on April 1, 2021 and has until April 1, 2024 to comply with the minimum equity requirement.

Canadian Western Bank- Management Proxy Circular | 8

MARIA FILIPPELLI, FCPA, FCA

Board/Committee Membership

Attendance (100% Overall)

Board of Directors Audit Committee

7 of 7 6 of 6 4 of 4

Toronto, Ontario, Canada Age: 56 Director Since: 2020 Independent

GCR Committee

Total

17 of 17

Results of 2022 vote: 99.4% 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 Executive. 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.

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 (2)

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares

DSUs

2023

7,500

13,308

20,808

585,121

1.0

3.3

2022

6,560

253,413

0.4

1.4

(1) Reporting issuer but not listed on a stock exchange. (2) Ms. Filippelli was appointed to the Board on August 1, 2020 and has until August 1, 2023 to comply with the minimum equity requirement.

CHRISTOPHER H. FOWLER

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

7 of 7

Edmonton, Alberta, Canada Age: 63 Director Since: 2013 Non-Independent

Total

7 of 7

Results of 2022 vote: 98.8% 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 University Hospital Foundation, as well as on the Business Council of Alberta. He is a member of the Sustainable Finance Action Council, Business Council of Canada, Alberta’s Economic Recovery Council, 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

Total Common Shares, RSUs and PSUs

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

Year

Common Shares RSUs and PSUs

2023

162,717

113,408

276,125

7,764,635

For further disclosure relating to the value of Mr. Fowler’s shareholdings, refer to the tables on pages 38 and 55.

2022

153,059

86,164

239,223

9,241,184

9 | Canadian Western Bank- Management Proxy Circular

LINDA M. O. HOHOL

Board/Committee Membership

Attendance (100% Overall)

Board of Directors

7 of 7

Calgary, Alberta, Canada Age: 71 Director Since: 2011 Independent

5 of 5

HR Committee (Chair)

6 of 6

Risk Committee

18 of 18

Total

Results of 2022 vote: 98.5% 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) (1)

Equity Ownership

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

9,490

24,762

34,252

963,166

1.7

5.5

2022

9,490

20,918

30,408

1,174,661

2.1

6.7

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

E. GAY MITCHELL

Board/Committee Membership

Attendance (100% Overall)

Board of Directors GCR Committee Risk Committee

7 of 7 4 of 4 6 of 6

Toronto, Ontario, Canada Age: 66 Director Since: 2019 Independent

Total

17 of 17

Results of 2022 vote: 99.5% 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 Master 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

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

25,350

16,150

41,500

1,166,980

2.0

6.7

2022

25,350

12,637

37,987

1,467,438

2.6

8.4

Canadian Western Bank- Management Proxy Circular | 10

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

Board/Committee Membership (1)

Attendance (100% Overall)

Board of Directors (Chair)

7 of 7 4 of 4 4 of 4 2 of 2 6 of 6

Vancouver, British Columbia, Canada Age: 63 Director Since: 2014 Independent

Audit Committee GCR Committee HR Committee Risk Committee

Total

23 of 23

Results of 2022 vote: 99.6% 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 (Chair) Capital Projects Committee

NAV CANADA (2023 – Present) (2)

Audit & Finance Committee Human Resources & Compensation Committee Pension Committee

Equity Ownership

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

11,650

35,267

46,917

1,319,306

2.3

7.5

2022 8.7 (1) Effective April 7, 2022, Ms. Morgan-Silvester joined the Audit Committee and HR Committee. 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. 11,650 27,900 39,550 1,527,817 2.7

MARGARET J. MULLIGAN, FCPA, FCA

Board/Committee Membership

Attendance (84% Overall)

Board of Directors Audit Committee

6 of 7 5 of 6 5 of 6

Oakville, Ontario, Canada Age: 64 Director Since: 2017 Independent

Risk Committee

16 of 19

Total

Results of 2022 vote: 99.8% 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.

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)

ClearStream Energy Services Inc. (2014 – 2018)

Capital Power Corporation (2012 – 2016)

Equity Ownership

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)

Total Amount at Risk as a Multiple of Equity Requirement ($570,000)

Total Amount at Risk as a Multiple of Annual Retainer

Year

Common Shares DSUs

2023

9,000

32,897

41,897

1,178,144

2.1

6.7

2022

9,000

24,780

33,780

1,304,921

2.3

7.5

11 | Canadian Western Bank- Management Proxy Circular

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